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Exhibit 3.1.3
State of Delaware
Secretary of State
Division of Corporations
Filed 9:00 AM 07/27/2000
001381546-2091642
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
ADVANCED PLANT PHARMACEUTICALS, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation")
is ADVANCED PLANT PHARMACEUTICALS, INC.
2. The certificate of incorporation of the corporation is hereby amended
by striking out Article FOURTH thereof and by substituting in lieu of
said Article the following new Article:
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is 250,000,000 shares of Common Stock, par value $.0007
per share, and 5,000,000 shares of preferred stock, par value $.0007 per share.
The preferred stock may be issued from time to time in one or more series. The
Board of Directors of the corporation is hereby expressly authorized to provide,
by resolution or resolutions duly adopted by it prior to issuance, for the
creation of each such series and to fix the designations and the powers,
preferences, rights, qualifications, limitations and restrictions relating to
the shares of each such series. The authority of the Board of Directors with
respect to each series of preferred stock shall include, but not be limited to,
determining the following:
(1) the designation of such series, the number of shares to
constitute such series and the stated value thereof if
different from the par value thereof;
(2) whether the shares of such series shall have voting rights, in
addition to any voting rights provided by law, and, if so, the
terms of such voting rights, which may be general or limited;
(3) the dividends, if any, payable on such series, whether any
such dividends shall be cumulative, and if so, from what
dates, the conditions and dates upon which such dividends
shall be payable, and the preference or relation which such
dividends shall bear to the dividends payable on any shares of
stock or any other class or any other series of preferred
stock;
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(4) whether the shares of such series shall be subject to
redemption by the corporation, and if so, the times, prices
and other conditions of such redemption;
(5) the amount or amounts payable upon shares of such series upon,
and the rights of the holders of such series in, the voluntary
or involuntary liquidation, dissolution or winding up, or upon
any distribution of the assets of the corporation;
(6) whether the shares of such series shall be subject to the
operation of a retirement or sinking fund and, if so, the
extent to and manner in which any such retirement or sinking
fund shall be applied to the purchase or redemption of the
shares of such series for retirement or other corporate
purposes and the terms and provisions relating to the
operation thereof;
(7) whether the shares of such series shall be convertible into,
or exchangeable for, shares of stock of any other class or any
other series of preferred stock or any other securities and,
if so, the price or prices or the rate or rates of conversion
or exchange and the method if any, of adjusting the same, and
any other terms and conditions of conversion or exchange;
(8) the limitations and restrictions, if any, to be effective
while any shares of such series are outstanding upon the
payment of dividends or the making of other distributions on,
and upon the purchase, redemption or other acquisition by the
corporation of, the common stock or shares of stock of any
other class or any other series of preferred stock;
(9) the conditions or restrictions, if any, upon the creation of
indebtedness of the corporation or upon the issue of any
additional stock, including additional shares of such series
or of any other series of preferred stock or of any other
class; and
(10) any other powers, preferences and relative, participating,
optional and other special rights, and any qualifications,
limitations and restrictions thereof.
The powers, preferences and relative, participating, optional and other
special rights of each series of preferred stock, and the qualifications,
limitations or restrictions thereof, if any, may differ from those of any and
all other series at any time outstanding. All shares of any one series of
preferred stock shall be identical in all respects with all other shares of such
series, except that shares of any one series issued at different times may
differ as to the dates from which dividends thereof shall be cumulative.
3. The amendment of the certificate of incorporation herein certified has
been duly adopted and written consent has been given in accordance with
the provisions of Section 228 and 242 of the General Corporation Law of
the State of Delaware.
Dated: July 18, 2000
/s/ David Lieberman
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David Lieberman, President
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