CERTIFICATE OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
AMERICAN RADIO EMPIRE, INC.
AMERICAN RADIO EMPIRE, INC., a corporation organized and existing under the
laws of the State of Nevada (the "Corporation"), in order to amend its Articles
of Incorporation in accordance with the requirements of Chapter 78, Nevada
Statutes, does hereby certify as follows:
1. The Articles of Incorporation of the Corporation were filed by the
Secretary of State of the State of Nevada on December 9, 1998.
2. The amendment to the Articles of Incorporation being effected hereby
will completely delete Article Fourth of the Articles of Incorporation as of the
date hereof, and substitute in its place the Article Fourth set forth below.
3. This amendment to the Articles of Incorporation was approved by the
Board of Directors on February 28, 2003. The number of shares of the Corporation
outstanding and entitled to vote on an amendment to the Articles of
Incorporation at the time of the amendment was 3,025. The amendment has been
consented to and approved by the affirmative vote of shareholders holding at
least a majority of each class of stock outstanding and entitled to vote
thereon.
4. These Articles of Amendment of the Articles of Incorporation shall be
effective immediately upon filing by the Secretary of State of the State of
Nevada, and thereafter, Article Fourth of the Articles of Incorporation of the
Corporation shall read as follows:
1
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FOURTH. That the total number of shares of common stock authorized that may
be issued by the Corporation is 50 million shares of stock, with a par value of
$.001 per share, and no other class of stock shall be authorized. Said shares
may be issued by the Corporation from time to time for such consideration as may
be fixed from time to time by the Board of Directors.
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IN WITNESS WHEREOF, AMERICAN RADIO EMPIRE, INC. has caused these Articles
of Amendment of the Articles of Incorporation to be executed by its president
and secretary this ____ day of _______________, 2003.
AMERICAN RADIO EMPIRE, INC.
By:/s/ Dain L. Schult
Dain L. Schult, President
By:/s/ Sherry R. Schult
Sherry R. Schult, Secretary
