ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION
OF DIVERSIFIED RESOURCES GROUP,INC.
Article IV, Section 1., of the Articles of Incorporation of DIVERSIFIED
RESOURCES GROUP, INC., a Utah corporation (the "Corporation"), are hereby
further amended and restated in their entirety to read as follows:
ARTICLE IV - CAPITAL STOCK
Section 1. Authorized Shares. The aggregate number of shares of capital
stock authorized to be issued by the Corporation is 101,000,000, divided into
two classes. The designation of each class, the number of shares of each class,
and the par value of the shares of each class, are as set forth herein.
Number Par Value
Class of Shares Per Share
Common Shares 100,000,000 $0.005
Preferred Shares 1,000,000 $0.10
The foregoing amendment ("Amendment") was adopted and approved by the written
consent, dated and effective the 17th day of September, 2001, of the holders of
more than a majority of the Corporation's 46,884,753 shares of $0.01 (one mill)
par value voting Common Stock then outstanding in accordance with the provisions
of the Utah Revised Business Corporation Act. The holders of the 25,696,227
shares of $0.001 (one mill) par value Common Stock were the only voting group
entitled to vote on the Amendment, and each of these shares was entitled to one
vote. The total number of undisputed votes cast for the Amendment by this voting
group was 25,696,227 and the number of votes cast for the Amendment by such
voting group was sufficient for approval by that group.
IN WITNESS WHEREOF, these Articles of Amendment are executed on the 17th day of September, 2001.
Effective 5:00 O'clock
p.m. on September 17, 2001.
By:/s/Matthew A. Veal
Matthew A. Veal
Secretary
