CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
FOR
BARGAIN PRODUCTS, INC.
Pursuant to NRS 78.385, 78/390 and 78.207, the undersigned President
and Secretary of Bargain Products, Inc. do hereby certify:
That the following amendments to the articles of incorporation were
approved by the Board of Directors of said corporation by written consent in
lieu of a special meeting of the Board of Directors, dated July 14, 1997,
and by a positive vote of a majority of the outstanding shares entitled to
vote on July 14, 1997, there being 8,428,571 shares authorized to vote and
4,802,500 shares having voted in favor of the amended articles.
1. CHANGE OF AUTHORIZED CAPITAL
After giving effect to a on for one hundred (1 for 100) reverse stock
stock split of the common stock, the authorized common stock shall be
decreased from 25,000,000 shares, $.001 par value per share to 250,000
shares of common stock, $.10 par value per share, which stock split and
subsequent decrease in the number of authorized shares shall be effective
on July 29, 1997 pending approval from the NASD. Any fractions created
by one for one hundred (1 for 100) reverse stock split of the common stock
shall be rounded up. Subsequent to the one for one hundred (1 for 100)
reverse stock split, the authorized common stock shall be increased from
250,000 shares of common stock, $.10 par value per share to 10,000,000
shares of common stock, $.10 par value per share, also effective on
July 29, 1997.
Accordingly,
Effective July 29, 1997, pending approval from the NASD, Article VI,
Section 1, is hereby amended to read as follows:
Section 1. AUTHORIZED SHARES. The total number of shares which this
Corporation is authorized to issue is 10,000,000 shares of common stock,
$.10 par value per share, after giving effect to a one for one hundred
(1 for 100) reverse stock split and a subsequent increase in the authorized
shares of common stock.
The Certificate of Amendment of Articles of Incorporation may be executed in
two or more counterparts.
/s/Max C. Tanner /s/Mont E. Tanner
___________________________ _________________________
President Secretary
