EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
TRANS WORLD CORPORATION
(Pursuant to NRS 78.207)
The undersigned, the duly authorized officers of Trans World Corporation,
a Nevada corporation ("TWC" or the "Corporation"), do, pursuant to NRS 78.209,
hereby certify to the Secretary of State of the State of Nevada as follows:
FIRST: The name of the corporation is Trans World Corporation.
SECOND: The Articles of Incorporation of the Corporation were filed
with the office of the Secretary of State of the State of Nevada on October
20, 1993, and amended on December 8, 1994, August 15, 2000, July 16, 2002 and
May 13, 2003.
THIRD: The current number of authorized shares and the par value of
the capital stock of the Corporation as of the date hereof is as follows:
Type Par Value Number Authorized
---- --------- -----------------
Common Stock $0.001 950,000,000
Preferred Stock $0.001 4,000,000
FOURTH: The Board of Directors, pursuant to NRS 78.207, adopted on
October 30, 2003 by unanimous written consent a resolution decreasing the
number of authorized shares of Common Stock and correspondingly decreasing the
number of shares of Common Stock that are issued and outstanding without a
change in the par value thereof, such that upon the Effective Date (as set
forth in Article Ninth hereof), every one hundred (100) shares of authorized
Common Stock, $0.001 par value per share, shall be automatically converted
into one (1) share of Common Stock, $0.001 par value per share, and every one
hundred (100) shares of Common Stock that shall be issued and outstanding on
the Effective Date shall be automatically converted, on the Effective Date,
to one (1) share of Common Stock, without any act to be performed by said
stockholder, and all fractional shares of authorized Common Stock and of the
shares of Common Stock that are issued and outstanding on the Effective Date
shall automatically be rounded up to the next whole share (the "Reverse Stock
Split"). The authorized shares of the Corporation's Preferred Stock, $0.001
par value per share, shall not be affected by the Reverse Stock Split.
FIFTH: The number and par value of authorized shares of Common Stock
on and after the Effective Date of the Reverse Stock Split shall be 9,500,000
shares of Common Stock, $0.001 par value per share.
Certificate of Amendment
Page 2
SIXTH: On and after the Effective Date, each one hundred (100) issued
and outstanding shares of the Corporation's Common Stock, $0.001 par value
per share, shall, automatically and without the action of any person or entity,
be converted into one (1) share of Common Stock, $0.001 par value per share.
SEVENTH: On and after the Effective Date, as a result of the Reverse
Stock Split, each fractional authorized and issued share of Common Stock
resulting therefrom shall automatically be rounded up to the next whole share.
No stockholder shall receive a fractional share of Common Stock, scrip or cash
in lieu of a share of Common Stock, as a result of the Reverse Stock Split.
EIGHTH: Pursuant to NRS 78.207(l), no stockholder approval is required
for the Reverse Stock Split.
NINTH: The date and time that the Reverse Stock Split shall become
effective is 12:01 A.M. New York City, New York time, on April 5, 2004
(the "Effective Date").
IN WITNESS WHEREOF, the undersigned have set their hands this 1st day of
March, 2004.
TRANS WORLD CORPORATION
By: /s/ Rami S. Ramadan
--------------------------------------
Rami S. Ramadan
President and Chief Executive Officer
By: /s/ Paul Benkley
--------------------------------------
Paul Benkley
Secretary
STATE OF NEW YORK )
) ss:
COUNTY OF QUEENS )
On March 1, 2004, personally appeared before me, a Notary Public in and
for the State of New York, County of Queens, Rami S. Ramadan and Paul Benkley,
as President and Secretary, respectively, of Trans World Corporation, who
acknowledged that they executed the above instrument.
[Notarial Seal]
/s/ Hung D. Le
---------------------------------
Hung D. Le
Notary Public
HUNG D. LE
Notary Public, State of New York
No. OILE 6059508
Qualified in Queens County
Certificate Filed in New York County
Commission Expires Augus 6, 2007