ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION
OF
THERMACELL TECHNOLOGIES, INC.
The undersigned, being the President of THERMACELL TECHNOLOGIES, INC.,
a Florida corporation (the "Corporation"), does hereby certify that the
Amendment provided for herein to change the name of the Corporation and to
increase the number of authorized shares of the Common Stock of the Corporation
was adopted unanimously by Special Corporate Actions by Written Consent of the
Board of Directors of the Corporation on July 31, 2003, and written consent of
shareholders owning a majority of the outstanding shares entitled to vote of the
Corporation, in accordance with the provisions of Chapter 607 of the General
Corporation Law of the State of Florida, and the number of votes cast in favor
of the Amendments was sufficient to carry the motion.
1. Article I of the Articles of Incorporation of the Corporation is
hereby amended to read as follows:
I. The name of the Corporation is:
Absolute Waste Services, Inc.
2. Article IV of the Articles of Incorporation, as it pertains to the
authorized shares of the Capital Stock of the Corporation is hereby amended as
follows:
ARTICLE IV - Capital Stock
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This Corporation shall be authorized to issue a total of
200,000,000 shares of two classes of capital stock to be
designated respectively preferred stock ("Preferred Stock")
and Common Stock ("Common Stock"). The total number of shares
of Preferred Stock the corporation shall have authority to
issue is 50,000,000, $.001 par value per share and the total
number of shares of Common Stock the corporation shall have
authority to issue is 150,000,000, $.0001 par value per share,
which shall have one (1) vote per share. The Preferred Stock
authorized by this Certificate of Incorporation shall be
issued in series. The Board of Directors is authorized to
establish series of Preferred Stock and to fix, in the manner
and to the full extent provided and permitted by law, the
rights, preferences and limitations of each series of the
Preferred Stock and the relative rights, preferences and
limitations between or among such series including:
(1) the designation of each series and the number of
shares that shall constitute the series;
(2) the rate of dividends, if any, payable on the shares
of each series, the time and manner of payment and
whether or not such dividends shall be cumulative;
(3) whether shares of each series may be redeemed and, if
so, the redemption price and the terms and conditions
of redemption;
(4) sinking fund provisions, if any, for the redemption
or purchase of shares of each series which is
redeemable;
(5) the amount, if any, payable upon shares of each
series in the event of the voluntary or involuntary
liquidation, dissolution or winding up of the
corporation, and the manner and preference of such
payment;
(6) voting rights, if any, on the shares of each series
and any conditions upon the exercisability of such
rights.
The holders of Common Stock shall be entitled to one vote for
each share held at all meetings or other actions of the Stockholders of the
Corporation.
3. Pursuant to an order issued by the United States Bankruptcy Court
for the Middle District of Florida, Tampa Division, case No. 01-20854-8G1,
previously issued shares of the Corporation's common stock are canceled and
replaced by new shares authorized from the Plan of Reorganization (the "Plan").
A total of 10,000,000 new common shares were authorized for issuance under the
Plan as follows:
(i) The Plan provides that 1,000,000 new common shares will be issued
to the existing common shareholders of the Corporation. As of
August 30, 2002, according to the records of the Corporation
maintained by transfer agent, there were 13,0346,228 issued and
outstanding shares of the Corporation's old common stock. Thus,
pursuant to the Plan and the actions taken by the Corporation's
board of directors and shareholders, existing ThermaCell
stockholders are entitled to receive one (1) new ThermaCell
common share for every 13.034 old ThermaCell common shares
previously held, subject to adjustment in the event the actual
number of shares outstanding are reconciled or adjusted between
the transfer agent and the Corporation's records. No fractional
shares, scripts or cash in lieu of fractional shares shall be
issued. Shares shall be rounded to the nearest whole number. The
record date shall be August 30, 2002.
(ii) The Plan authorizes 4,000,000 new common shares be issued to the
unsecured creditors on a pro rata based upon each creditor's
relative percentage of total claims under the Plan in full and
complete satisfaction of such unsecured creditors claims against
the Corporation.
(iii)The Plan authorizes 5,000,000 new common shares be issued to Pac
Funding, LLC to satisfy debtor-in-possession funding amounts
provided under the Plan.
4. The capital of the Corporation will not be reduced under or by
reason of said Amendment.
IN WITNESS WHEREOF, the undersigned, being the President of the
Corporation, has executed this Amendment to Articles of Incorporation of
ThermaCell Technologies, Inc., a Florida corporation, the 31st day of July,
2003, for the purpose of amending the Articles of Incorporation under Section
607.1006, Florida Statutes, and hereby certify that the facts herein stated are
true and correct, and were approved by the votes of Shareholders owning a
majority of the shares entitled to vote and the vote was sufficient to carry
motion.
THERMACELL TECHNOLOGIES, INC.,
a Florida corporation
By: /s/ Donald Huggins
-----------------------------------------
Donald Huggins, President
STATE OF FLORIDA )
COUNTY OF PINELLAS )
The foregoing instrument was acknowledged before me this 31st day of
July, 2003, by DONALD HUGGINS, as President of THERMACELL TECHNOLOGIES, INC., a
Florida corporation, on behalf of said corporation, who is personally known to
me.
/s/ Tawny L. Best
-----------------------------------------
Notary Public
Print Name: Tawny L. Best
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Commission #DD187314
My Commission Expires: February 24, 2007
Bonded thru
Atlantic Bonding Co., Inc.
MTC/ej/291900