CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
COFFEE HOLDING CO., INC.
Pursuant to the provisions of Nevada Revised Statutes, Title 7, Chapter
78, it is hereby certified that:
FIRST: The name of the corporation (the "corporation") is Coffee Holding
Co., Inc. The corporation's articles or incorporation were filed on October 9,
1995. The original name of the corporation was Transpacific International Group
Corp. The name was changed on May 27, 1998.
SECOND: The Board of Directors of the corporation duly adopted the
following resolutions on February 10, 1998:
"RESOLVED, that it is advisable in the judgment of the Board of
Directors of the corporation that the number of authorized shares of
the corporation be increased and the corporation be authorized to
issue preferred stock with par value of $0.001 per share, and that,
in order to accomplish the same, Article "FOURTH" of the Articles of
Incorporation be amended to read as follows:
'FOURTH: (i) The aggregate number of shares which the Corporation
shall have authority to issue is 40,000,000, divided into 30,000,000
shares of common stock of the par value of $0.001 per share and
10,000,000 shares of preferred stock of the par value of $0.001 per
share.
(ii) The Board of Directors is authorized, subject to
limitations prescribed by law and the provisions of this Article
"FOURTH," to provide for the issuance of the shares of preferred
stock in series, to establish from time to time the number of shares
to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series and
the qualifications, limitations or restrictions thereof.
The authority of the Board of Directors with respect to each
series shall include, but not be limited to, determination of the
following:
(a) The number of shares constituting that series and the
distinctive designation of that series;
(b) The divided rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or date,
and the relative rights of priority, if any, of payment of dividends
on shares of that series;
(c) Whether that series shall have voting rights, in addition
to the voting rights provided by law, and, if so, the terms of such
voting rights;
(d) Whether that series shall have conversion privileges, and,
if so, the terms and conditions of such conversion, including
provision for adjustment of the conversion rate in such events as
the Board of Directors shall determine;
(e) Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such redemption,
including the date or dates upon or after which they shall be
redeemable, and the amount per share payable in case of redemption,
which amount may vary under different conditions and at different
redemption rates;
(f) Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the
terms and amount of such sinking fund;
(g) The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of
the corporation, and the relative rights or priority, if any, of
payment of shares of that series;
(h) Any other relative rights, preferences and limitations of
that series.
Dividends on outstanding shares of preferred stock shall be
paid or declared and set apart for payment before any dividends
shall be paid or declared and set apart for payment on the common
shares with respect to the same dividend period.
If upon any voluntary or involuntary liquidation, dissolution
or winding up of the corporation, the assets available for
distribution to holders of shares of preferred stock of all series
shall be insufficient to pay such holders the full preferential
amount to which they are entitled, then such assets shall be
distributed ratably among the shares of all series of preferred
stock in accordance with the respective preferential amounts
(including unpaid cumulative dividends, if any) payable with respect
thereto.'
FURTHER RESOLVED, that a special meeting of stockholders having
voting power be and it is hereby called and that notice be given in
the manner prescribed by the Bylaws of the corporation and Nevada
Revised Statutes, Title 7, Chapter 78, unless the said stockholders
shall waive the notice of meetings in writing or unless
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all of said stockholders shall dispense with the holding of a
meeting and shall take action upon the proposed amendments by a
consent in writing signed by them; and
FURTHER RESOLVED, that, in the event that the said stockholders
shall adopt for the aforesaid proposed amendments by a vote in favor
thereof by at least a majority of the voting power or by a written
consent in favor thereof signed by all of them without a meeting,
the corporation is hereby authorized to make by the hands of its
President or a Vice President and by its Secretary or an Assistant
Secretary a certificate setting forth the said amendments and to
cause the same to be filed pursuant to the provisions of Nevada
Revised Statutes, Title 7, Chapter 78."
THIRD: The total number of outstanding shares having voting power of the
corporation is 3,999,650, and the total number of votes entitled to be cast by
the holders of all of said outstanding shares is 3,999,650.
FOURTH: The holders of all of the aforesaid total number of outstanding
shares having voting power, to wit, 3,999,650 shares, dispensed with the holding
of a meeting of stockholders and adopted the amendments herein certified by a
consent in writing signed by all of them in accordance with the provisions of
Nevada Revised Statutes, Title 7, Section 78.320.
Signed on August 11, 1998
/s/ Andrew Gordon
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Andrew Gordon, President
/s/ David Gordon
-----------------------
David Gordon, Secretary
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