UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
-------------------------------
April 4, 2000
---------------
(Date of Report)
INFE.COM, INC.
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(Name of Small Business issuer in its charter)
Formerly Infocall Communications Corp.
FLORIDA 000-28729 11-3144463
- ---------------------------- -------------------- ------------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation or Identification No.)
8000 Towers Crescent Drive
Suite 640
Vienna, VA 22182
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(Address of principal executive offices)
(703) 734-5650
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(Registrant's telephone number)
Infocall Communications Corp.
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(Registrant's Former Name)
<PAGE>
ITEM 5. OTHER EVENTS.
On February 8, 2000, a majority of the shareholder's
entitled to vote for amendments to the Company's Articles of
Incorporation, adopted the recomendation of the Board of
Directors and adopted a resolution changing the name of the
Corporation from Infocall Communications Corp. to INFe.com, Inc.
A copy of the amended Certificate of Incorporation is attached,
hereto, as Exhibit 3(i). Notification was made to the NASD, and
effective March 27, 2000, the Company's name was so noted.
Forward Looking Statements
This Report on Form 8-K may contain forward-looking statements.
When used in this report, the words "may," "will," "expect,"
"anticipate," "continue," "estimate," "project," "intend,"
"believe" and similar expressions, variations of these words or
the negative of those words are intended to identify forward-
looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934 regarding events, conditions and financial trends
including, without limitation, business conditions in the general
economy, and other risks or uncertainties detailed in other of
the Company's Securities and Exchange Commission filings. Such
statements are based on management's current expectations and are
subject to risks, uncertainties and assumptions. Should one or
more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, the Company's actual plan
of operations, business strategy, operating results and financial
position could differ materially from those expressed in, or
implied by, such forward-looking statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned hereunto duly authorized.
April 4, 2000 /s/Thomas M. Richfield
Thomas M. Richfield, President
2
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
3.1 Amended and Restated Articles of
Incorporation filed with the Secretary of
State of Florida on March 17, 2000
3
<PAGE>
(H00000011930 5)
ARTICLES OF AMENDMENT AND RESTATEMENT
TO
ARTICLES OF INCORPORATION
OF
INFOCALL COMMUNICATIONS CORP.
On January 31, 2000, the Board of Directors of Infocall
Communications Corp. passed a resolution, wherein it recommended
to the Shareholders of the Corporation that the Articles of
Incorporation be amended and restated, and thereafter the
Shareholders, on February 8, 2000 approved said Amendment. The
corporation is filing these articles of amendment and restatement
to articles of incorporation pursuant to F.S. 607.1006.
1. The name of the corporation is Infocall Communications
Corp.
2. The articles of incorporation of Infocall
Communications Corp. were amended and restated as follows:
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
INFOCALL COMMUNICATIONS CORP.
The undersigned hereby adopts the following AMENDED AND
RESTATED ARTICLES of Incorporation for the purpose of forming a
corporation under the laws of the State of Florida:
ARTICLE 1. Name
The name of this corporation is:
INFE.COM, INC.
ARTICLE 2. Purpose
The purpose for which this corporation is formed is to
conduct any lawful business allowable by the Laws of the State of
Florida.
ARTICLE 3. Registered Office; Registered Agent
The address of the initial registered office of the
corporation is 1201 Hays Street, Tallahassee, Florida 32301, and
the name of its initial registered agent at such address is
Corporation Service Company.
(H00000011930 5)
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(H00000011930 5)
ARTICLE 4. Principal Office
The business address of the corporation's principal office
is: 8000 Towers Crescent Drive, Suite 640, Vienna, VA 22182.
ARTICLE 5. Duration
The corporation is to commence its corporate existence on
the date of subscription and acknowledgement of these Articles of
Incorporation and shall exist perpetually thereafter until
dissolved according to law.
ARTICLE 6. Directors
6.1 Number: The number of directors of the Corporation
shall be subject to the Corporation's bylaws (the "Bylaws"),
provided however, the number of directors of the Corporation may
not be fewer than two unless the Corporation has fewer than two
stockholders, in which case the number of directors may not be
fewer than the number of stockholders.
6.2 Class of Directors: If there shall be more than one
director, the directors shall be classified, in respect solely to
the time for which they shall severally hold office, by dividing
them into three classes (two classes if there are only two
directors), each such class to be as nearly as possible equal in
number of directors to each other class. If there are three or
more directors: (i) the first term of office of directors of the
first class shall expire at the first annual meeting after their
election, and thereafter such terms shall expire on each three
year anniversary of such date; (ii) the term of office of the
directors of the second class shall expire on the one year
anniversary of the first annual meeting after their election, and
thereafter such terms shall expire on each three year anniversary
of such one year anniversary; and (iii) the term of office of the
directors of the third class shall expire on the two year
anniversary of the first annual meeting after their election, and
thereafter such terms shall expire on each three year anniversary
of such two year anniversary. If there are two directors: (i)
the first term of office of directors of the first class shall
expire at the first annual meeting after their election, and
thereafter such terms shall expire on each two year anniversary
of such date; and (ii) the term of office of the directors of the
second class shall expire on the one year anniversary of the
first annual meeting after their election, and thereafter such
terms shall expire on each two year anniversary of such one year
anniversary. If there is one director, the term of office such
director shall expire at the first annual meeting after his
election. At each succeeding annual meeting, the stockholders of
the Corporation shall elect directors for a full term or the
remainder thereof, as the case may be, to succeed those whose
terms have expired. Each director shall hold office for the term
for which elected and until his or her successor shall be elected
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(H00000011930 5)
and shall qualify, or until he or she shall resign or be removed
as set forth below.
6.3 Powers of Directors: Subject to the limitations
contained in the Articles of Incorporation and the corporation
law for the State of Florida concerning corporate action that
must be authorized or approved by the shareholders of the
corporation, all corporate powers shall be exercised by or under
the authority of the board of directors, and the business and
affairs of the corporation shall be controlled by the board.
6.4 Removal of Directors: Any directors, any class of
directors or the entire Board of Directors may be removed from
office by stockholder vote at any time, without assigning any
cause, but only if the holders of not less than two-thirds (2/3)
of the outstanding shares of capital stock of the Corporation
entitled to vote upon election of directors, voting together as a
single class, shall vote in favor of such removal.
ARTICLE 7. Incorporators
The names and addresses of the incorporator is:
Name Address
---- -------
Thomas M. Richfield 510 Tobacco Quay
Alexandria, VA 22314
ARTICLE 8. Capitalization
8.1 Authorized Shares: The total number of shares of
capital stock which the Corporation has the authority to issue in
one hundred twenty million (120,000,000). The total number of
shares of common stock which the Corporation is authorized to
issue is one hundred million (100,000,000) and the par value of
each share of such common stock is one-hundredth of one cent
($.0001) for an aggregate par value of ten thousand dollars
($10,000). The total number of shares of preferred stock which
the Corporation is authorized to issue is twenty million
(20,000,000) and the par value of each share of such preferred
stock is one-hundredth of one cent ($.0001) for an aggregate par
value of two thousand dollars ($2,000).
8.1 Rights for Preferred Shares: The board of directors is
expressly authorized to adopt, from time to time, a resolution or
resolutions providing for the issue of preferred stock in one or
more series, to fix the number of shares in each such series and
to fix the designations and the powers, preferences and
relative, participating, optional and other special rights and
the qualifications, limitations and restrictions of such shares,
of each such series. The authority of the board of directors with
respect to each such series shall include a determination of the
following, which may vary as between the different series of
preferred stock:
(H00000011930 5)
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(H00000011930 5)
(a) The number of shares constituting the series and the
distinctive designation of the series;
(b) The dividend rate on the shares of the series, the
conditions and dates upon which dividends on such shares shall be
payable, the extent, if any, to which dividends on such shares
shall be cumulative, and the relative rights of preference, if
any, of payment of dividends on such shares;
(c) Whether or not the shares of the series are redeemable
and, if redeemable, the time or times during which they shall be
redeemable and the amount per share payable on redemption of such
shares, which amount may, but need not, vary according to the
time and circumstances of such redemption;
(d) The amount payable in respect of the shares of the
series, in the event of any liquidation, dissolution or winding
up of this corporation, which amount may, but need not, vary
according to the time or circumstances of such action, and the
relative rights of preference, if any, of payment of such amount;
(e) Any requirement as to a sinking fund for the shares of
the series, or any requirement as to the redemption, purchase or
other retirement by this corporation of the shares of the series;
(f) The right, if any, to exchange or convert shares of
the series into other securities or property, and the rate or
basis, time, manner and condition of exchange or conversion;
(g) The voting rights, if any, to which the holders of
shares of the series shall be entitled in addition to the voting
rights provided by law; and
(h) Any other terms, conditions or provisions with respect
to the series not inconsistent with the provisions of this
ARTICLE or any resolution adopted by the board of directors
pursuant to this ARTICLE.
The number of authorized shares of preferred stock may be
increased or decreased by the affirmative vote of the holders of
a majority of the stock of this corporation entitled to vote at a
meeting of shareholders. No holder of shares of preferred stock
of this corporation shall, by reason of such holding have any
preemptive right to subscribe to any additional issue of any
stock of any class or series nor to any security convertible into
such stock.
8.2 Statement of Rights for Common Shares:
(a) Subject to any prior rights to receive dividends to
which the holders of shares of any series of the preferred stock
may be entitled, the holders of shares of common stock shall be
entitled to receive dividends, if and when declared payable from
time to time by the board of directors, from funds legally
available for payment of dividends.
(b) In the event of any dissolution, liquidation or winding
up of this corporation, whether voluntary or involuntary, after
there shall have been paid to the holders of shares of preferred
(H00000011930 5)
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(H00000011930 5)
stock the full amounts to which they shall be entitled, the
holders of the then outstanding shares of common stock shall be
entitled to receive, pro rata, any remaining assets of this
corporation available for distribution to its shareholders. The
board of directors may distribute in kind to the holders of the
shares of common stock such remaining assets of this corporation
or may sell, transfer or otherwise dispose of all or any part of
such remaining assets to any other corporation, trust or entity
and receive payment in cash, stock or obligations of such other
corporation, trust or entity or any combination of such cash,
stock, or obligations, and may sell all or any part of the
consideration so received, and may distribute the consideration
so received or any balance or proceeds of it to holders of the
shares of common stock. The voluntary sale, conveyance, lease,
exchange or transfer of all or substantially all the property or
assets of this corporation (unless in connection with that event
the dissolution, liquidation or winding up of this corporation is
specifically approved), or the merger or consolidation of this
corporation into or with any other corporation, or the merger of
any other corporation into it, or any purchase or redemption of
shares of stock of this corporation of any class, shall not be
deemed to be a dissolution, liquidation or winding up of this
corporation for the purpose of this paragraph (b).
(c) Except as provided by law or this certificate of
incorporation with respect to voting by class or series, each
outstanding share of common stock of this corporation shall
entitle the holder of that share to one vote on each matter
submitted to a vote at a meeting of shareholders.
(d) Such numbers of shares of common stock as may from
time to time be required for such purpose shall be reserved for
issuance (i) upon conversion of any shares of preferred stock or
any obligation of this corporation convertible into shares of
common stock and (ii) upon exercise of any options or warrants to
purchase shares of common stock.
ARTICLE 9. Shareholders
9.1 Amendment of Bylaws: The board of directors has the
power to make, repeal, amend and alter the bylaws of the
corporation, to the extent provided in the bylaws. However, the
paramount power to repeal, amend and alter the bylaws, or to
adopt new bylaws, is vested in the shareholders. This power may
be exercised by a vote of a majority of shareholders present at
any annual or special meeting of the shareholders. Moreover, the
directors have no power to suspend, repeal, amend or otherwise
alter any bylaw or portion of any bylaw so enacted by the
shareholders, unless the shareholders, in enacting any bylaw or
portion of any bylaw, otherwise provide.
9.2 Personal Liability of Shareholders: The private
property of the shareholders of this corporation is not subject
to the payment of corporate debts, except to the extent of any
unpaid balance of subscription for shares.
(H00000011930 5)
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(H00000011930 5)
9.3 Denial of Preemptive Rights: No holder of any shares
of the corporation of any class now or in the future authorized
shall have any preemptive right as such holder (other than such
right, if any, as the board of directors in its discretion may
determine) to purchase or subscribe for any additional issues of
shares of the corporation of any class now or in the future
authorized, nor any shares of the corporation purchased and held
as treasury shares, or any part paid receipts or allotment
certificates in respect of any such shares, or any securities
convertible into or exchangeable for any such shares, or any
warrants or other instruments evidencing rights or options to
subscribe for, purchase or otherwise acquire any such shares,
whether such shares, receipts, certificates, securities,
warrants or other instruments be unissued, or issued and
subsequently acquired by the corporation; and any such shares,
receipts, certificates, securities, warrants or other
instruments, in the discretion of the board of directors, may be
offered from time to time to any holder or holders of shares of
any class or classes to the exclusion of all other holders of
shares of the same or any other class at the time outstanding.
9.4 Voting Rights: Except as otherwise expressly provided
by the law of the State of Florida or this certificate of
incorporation or the resolution of the board of directors
providing for the issue of a series of preferred stock, the
holders of the common stock shall possess exclusive voting power
for the election of directors and for all other purposes. Every
holder of record of common stock entitled to vote and, except as
otherwise expressly provided in the resolution or resolutions of
the board of directors providing for the issue of a series of
preferred stock, every holder of record of any series of
preferred stock at the time entitled to vote, shall be entitled
to one vote for each share held.
9.5 Actions By Written Consent: Whenever the vote of
shareholders at a meeting of shareholders is required or
permitted to be taken for or in connection with any corporate
action by any provision of the corporation law of the State of
Florida, or of this certificate of incorporation or of the bylaws
authorized or permitted by that law, the meeting and vote of
shareholders may be dispensed with if the proposed corporate
action is taken with the written consent of the holders of stock
having a majority of the total number of votes which might have
been cast for or in connection with that action if a meeting were
held; provided that in no case shall the written consent be by
the holders of stock having less than the minimum percentage of
the vote required by statute for that action, and provided that
prompt notice is given to all shareholders of the taking of
corporate action without a meeting and by less than unanimous
written consent.
(H00000011930 5)
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(H00000011930 5)
ARTICLE 10. Amendments
The corporation shall be deemed, for all purposes, to have
reserved the right to amend, alter, change or repeal any
provision contained in its articles of incorporation, as amended,
to the extent and in the manner now or in the future permitted
or prescribed by statute, and all rights conferred in these
Articles upon shareholders are granted subject to that
reservation.
ARTICLE 11. Regulation of Business and Affairs of Corporation
11.1 Powers of Board of Directors
(a) In furtherance and not in limitation of the powers
conferred upon the board of directors by statute, the board of
directors is expressly authorized, without any vote or other
action by shareholders other than such as at the time shall be
expressly required by statute or by the provisions of these
Articles of incorporation, as amended, or of the bylaw, to
exercise all of the powers, rights and privileges of the
corporation (whether expressed or implied in these Articles or
conferred by statute) and to do all acts and things which may be
done by the corporation, including, without limiting the
generality of the above, the right to:
(i) Pursuant to a provision of the bylaw, by resolution
adopted by a majority of the actual number of directors elected
and qualified, to designate from among its members an executive
committee and one or more other committees, each of which, to the
extent provided in that resolution or in the bylaw, shall have
and exercise all the authority of the board of directors except
as otherwise provided by law;
(ii) To make, alter, amend or repeal bylaw for the
corporation;
(iii) To authorize the issuance from time to time of
all or any shares of the corporation, now or in the future
authorized, part paid receipts or allotment certificates in
respect of any such shares, and any securities convertible into
or exchangeable for any such shares (regardless of whether those
shares, receipts, certificates or securities be unissued or
issued and subsequently acquired by the corporation), in each
case to such corporations, associations, partnerships, firms,
individuals or others (without offering those shares or any part
of them to the holders of any shares of the corporation of any
class now or in the future authorized), and for such
consideration (regardless of whether more or less than the par
value of the shares), and on such terms as the board of
directors from time to time in its discretion lawfully may
determine;
(iv) From time to time to create and issue rights or
options to subscribe for, purchase or otherwise acquire any
shares of stock of the corporation of any class now or in the
future authorized or any bonds or other obligations or
securities of the corporation (without offering the same or any
part of them to the holders of any shares of the corporation of
any class now or in the future authorized);
(v) In furtherance and not in limitation of the
provisions of the above subdivisions (iii) and (iv), from time
to time to establish and amend plans for the distribution among
(H00000011930 5)
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(H00000011930 5)
or sale to any one or more of the officers or employees of the
corporation, or any subsidiary of the corporation, of any shares
of stock or other securities of the corporation of any class, or
for the grant to any of such officers or employees of rights or
options to subscribe for, purchase or otherwise acquire any such
shares or other securities, without in any case offering those
shares or any part of them to the holders of any shares of the
corporation of any class now or in the future authorized; such
distribution, sale or grant may be in addition to or partly in
lieu of the compensation of any such officer or employee and may
be made in consideration for or in recognition of services
rendered by the officer or employee, or to provide him/her with an
incentive to serve or to agree to serve the corporation or any
subsidiary of the corporation, or otherwise as the board of
directors may determine; and
(vi) To sell, lease, exchange, mortgage, pledge, or
otherwise dispose of or encumber all or any part of the assets
of the corporation unless and except to the extent otherwise
expressly required by statute.
(b) The board of directors, in its discretion, may from
time to time:
(i) Declare and pay dividends upon the authorized shares of
stock of the corporation out of any assets of the corporation
available for dividends, but dividends may be declared and paid
upon shares issued as partly paid only upon the basis of the
percentage of the consideration actually paid on those shares at
the time of the declaration and payment;
(ii) Use and apply any of its assets available for
dividends, subject to the provisions of these Articles, in
purchasing or acquiring any of the shares of stock of the
corporation; and
(iii) Set apart out of its assets available for
dividends such sum or sums as the board of directors may deem
proper, as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for maintaining or increasing the
property or business of the corporation, or for any other
purpose it may deem conducive to the best interests of the
corporation. The board of directors in its discretion at any
time may increase, diminish or abolish any such reserve in the
manner in which it was created.
11.2 Approval of Interested Director or Officer
Transactions: No contract or transaction between the corporation
and one or more of its directors or officers, or between the
corporation and any other corporation, partnership, association,
or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in
the meeting of the board or committee thereof which authorizes
the contract or transaction, or solely because his/her or their
votes are counted for such purpose, if:
1. The material facts as to his/her interest and as to
the contract or transaction are disclosed or are known to the
board of directors or the committee, and the board or committee
(H00000011930 5)
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(H00000011930 5)
in good faith authorizes the contract or transaction by a vote
sufficient for such purpose without counting the vote of the
interested director or directors; or
2. The material facts as to his/her interest and as to
the contract or transaction are disclosed or are known to the
shareholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the
shareholders; or
3. The contract or transaction is fair as to the
corporation as of the time it is authorized, approved or
ratified, by the board of directors, a committee thereof, or the
shareholders.
Interested directors may be counted in determining the presence
of a quorum at a meeting of the board of directors or of a
committee which authorizes the contract or transaction.
11.3 Indemnification:
(a) The corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason
of the fact that he/she is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fee),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him/her in connection with such action,
suit or proceeding if he/she acted in good faith and in a
manner he/she reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his/her conduct was unlawful. The termination of any action, suit
or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good
faith and in a manner which he/she reasonably believed to be in
or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had reasonable
cause to believe that his/her conduct was unlawful.
(b) The corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he/she is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him/her in connection with the defense
or settlement of such action or suit if he/she acted in good
(H00000011930 5)
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(H00000011930 5)
faith and in a manner he/she reasonably believed to be in or not
opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of
his/her duty to the corporation unless and only to the extent
that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such
expenses which such other court shall deem proper.
(c) To the extent that any person referred to in
paragraphs (a) and (b) of this Article has been successful on
the merits or otherwise in defense of any action, suit or
proceeding referred to therein or in defense of any claim, issue
or matter therein, he/she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by
him/her in connection therewith.
(d) Any indemnification under paragraphs (a) and (b) of
this Article (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he/she
has met the applicable standard of conduct set forth in
paragraphs (a) and (b) of this Article. Such determination shall
be made (a) by the board of directors by a majority vote of a
quorum consisting of directors who were not parties to such
action, suit or proceeding, or (b) if such quorum is not
obtainable, or, even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a written
opinion, or (c) by the shareholders.
(e) Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or
proceeding as authorized by the board of directors in the
specific case upon receipt of an undertaking by or on behalf of
the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he/she is entitled
to be indemnified by the corporation as provided in this
Article.
(f) The indemnification provided by this Article shall not
be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any statute, bylaw,
agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his/her official capacity and as
to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(g) The corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability
asserted against him/her and incurred by him/her in any such
capacity, or arising out of his/her status as such, whether or
(H00000011930 5)
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not the corporation would have the power to indemnify him/her
against such liability under the provisions of this Article 11.
(h) For the purposes of this Article, references to "the
corporation" include all constituent corporations absorbed in a
consolidation or merger as well as the resulting or surviving
corporation so that any person who is or was a director,
officer, employee or agent of such a constituent corporation or
is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise shall stand in the same position under the provisions
of this section with respect to the resulting or surviving
corporation as he/she would if he/she had served the resulting
or surviving corporation in the same capacity.
CERTIFICATE OF REGISTERED AGENT
-------------------------------
I hereby am familiar with and accept the duties and
responsibilities as registered agent for said corporation.
Corporation Service Company
Registered Agent
/s/
Dated:____________________ _______________________________
3. The foregoing Amendment to Articles of Incorporation
was duly adopted by the SHAREHOLDERS on February 8th, 2000 and the
number of votes cast for the amendment was sufficient for
approval.
(H00000011930 5)
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In Witness Whereof, the undersigned Chairman of this
corporation has executed these Articles of Amendment March 14,
2000.
Infocall Communications Corp.
Thomas M. Richfield
/s/Thomas M. Richfield
President and CEO
Prepared By:
L. Van Stillman, Esq.
1177 George Bush Blvd.
Delray Beach, FL 33483
(561) 330-9903
Fla. Bar Number: 165520
(H00000011930 5)
