Filed # C10008-97 - ----------------- MAR 14 2001 CERTIFICATE OF AMENDMENT (AFTER ISSUANCE OF STOCK) TO ARTICLES OF INCORPORATION OF PINNACLE BUSINESS MANAGEMENT, INC. A NEVADA CORPORATION FILE NUMBER 10008-1997 THE AMENDMENT(S) BELOW IS (ARE) EFFECTIVE UPON THE FILING OF THIS DOCUMENT WITH THE SECRETARY OF STATE PURSUANT TO: NRS 78,385 AND 78,380 THE UNDERSIGNED M. BRUCE HALL, PRESIDENT AND JEFF TURINA, SECRETARY DO HEREBY CERTIFY THAT: THE BOARD OF DIRECTORS OF PINNACLE BUSINESS MANAGEMENT, INC. A NEVADA CORPORATION, FILE NUMBER 10008-1997 AT A MEETING DULY CONVENED AND HELD ON THE 23RD DAY OF FEBRUARY 2001. ADOPTED A RESOLUTION TO AMEND THE ORIGINAL ARTICLES OF INCORPORATION AS FOLLOWS: THE FOURTH ARTICLE IS AMENDED TO READ AS FOLLOWS: -------------- THIS CORPORATION IS AUTHORIZED TO ISSUE SEVEN HUNDRED FIFTY MILLION (750,000,000) SHARES OF STOCK AS FOLLOWS: SEVEN HUNDRED MILLION (700,000,000) COMMON SHARES AT ONE TENTH OF ONE CENT ($.001) PAR VALUE AND FIFTY MILLION (50,000,000) PREFERRED SHARES AT ONE TENTH OF ONE CENT ($.001) PAR VALUE. THE BOARD OF DIRECTORS HAS THE AUTHORITY TO PRESCRIBE, BY RESOLUTION. THE VOTING POWERS, DESIGNATIONS, PREFERENCES, LIMITATIONS, RESTRICTIONS AND RELATIVE RIGHTS OF EACH CLASS AND SERIES OF STOCK. ALL OR PART OF THE AGGREGATE AMOUNT OF THE SHARES OF STOCK MAY BE ISSUES BY THE CORPORATION FROM TIME TO TIME AND FOR SUCH CONSIDERATION AS MAY BE DETERMINED AND FIXED BY THE BOARD OF DIRECTORS, AS PROVIDED BY LAW. THE NUMBER OF SHARES OF THE CORPORATION OUTSTANDING AND ENTITLED TO VOTE ON AN AMENDMENT TO THE ARTICLES OF INCORPORATION IS 350,000,000: THAT THE SAID CHANGE(S) AND AMENDMENT(S) HAVE BEEN CONSENTED TO AND APPROVED BY A MAJORITY VOTE OF THE STOCKHOLDERS HOLDING AT LEAST A MAJORITY OF EACH CLASS OF STOCK OUTSTANDING AND ENTITLED TO VOTE THEREON. /s/ M. BRUCE HALL, PRESIDENT /S/ JEFF TURINO, SECRETARY - ------------------------------- ------------------------------ M. BRUCE HALL, PRESIDENT JEFF TURINO, SECRETARY DATED THIS WEDNESDAY, FEBRUARY 28, 2001 STATE OF FLORIDA ) : SS ________________ ) On this 28 day of February, 2001 personally appeared before me, a ---- ---------- notary public, M. Bruce Hall and Jeff Turino, who acknowledged that they executed the above instrument. /s/ Tommy L. Slater ------------------------- NOTARY PUBLIC Tommy L. Slater MY COMMENCEMENT EXPIRES July 18,2004 - -------------------------------------------------------------------------------- CORPORATE SERVICES OF NEVADA - 502 NORTH DIVISION STREET CARSON CITY, NEVADA 89703 - PHONE (773) 883-3711 - FAX(773) 883-2713 ================================================================================