CERTIFICATE OF
AMENDMENT
(Pursuant to NRS 78.385 and 78.390
CERTIFICATE OF
AMENDMENT
(Pursuant to NRS 78.385 and 78.390
Office Use Only:
Dean Heller
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
Certificate of Amendment to Articles of Incorporation
-----------------------------------------------------
For Nevada Profit Corporations
------------------------------
(Pursuant to NRS 78.385 and 78.390 - After issuance of Stock)
- Remit in Duplicate -
1. Name of corporation:
PARAGON POLARIS STRATEGIES.COM INC.
2. The articles have been amended as follows (provide article numbers, if
available):
(A) Article I of the Articles of Incorporation be hereby replaced as
follows:
ARTICLE I
The name of the corporation is ICOWORKS INC.
(B) Article IV of the Articles of Incorporation be hereby replaced as
follows:
ARTICLE IV
Capital Stock
The aggregate number of shares that the Corporation will have authority to
issue is One Hundred Ten Million (110,000,000), of which One Hundred Million
(100,000,000) shares will be common stock, with a par value of $0.001 per share
(the "Common Stock"), and Ten Million (10,000,000) shares will be preferred
stock, with a par value of $0.001 per share (the "Preferred Stock").
The Preferred Stock may be divided into and issued in series. The Board of
Directors of the Corporation is authorized to divide the authorized shares of
Preferred Stock into one or more series, each of which shall be so designated as
to distinguish the shares thereof from the shares of all other series and
classes. The Board of Directors of the Corporation is authorized, within any
limitations prescribed by law and this Article, to fix and determine the
designations, rights, qualifications, preferences, limitations and terms of the
shares of any series of Preferred Stock including but not limited to the
following.
(a) The rate of dividend, the time of payment of dividends, whether
dividends are cumulative, and the date from which any dividends shall
accrue;
1
(b) Whether shares may be redeemed, and, if so, the redemption price and
the terms and conditions of redemption;
(c) The amount payable upon shares in the event of voluntary or
involuntary liquidation;
(d) Sinking fund or other provisions, if any, for the redemption or
purchase of shares;
(e) The terms and conditions on which shares may be converted, if the
shares of any series are issued with the privilege of conversion;
(f) Voting powers, if any, provided that if any of the Preferred Stock or
series thereof shall have voting rights, such Preferred Stock or
series shall vote only on a share for share basis with the Common
Stock on any matter, including but not limited to the election of
directors, for which such Preferred Stock or series has such rights;
and
(g) Subject to the foregoing, such other terms, qualifications,
privileges, limitations, options, restrictions, and special or
relative rights and preferences, if any, of shares or such series as
the Board of Directors of the Corporation may, at the time so acting,
lawfully fix and determine under the laws of the State of Nevada.
The Corporation shall not declare, pay or set apart for payment any
dividend or other distribution (unless payable solely in shares of Common Stock
or other class of stock junior to the Preferred Stock as to dividends or upon
liquidation) in respect of Common Stock, or other class of stock junior to the
Preferred Stock, nor shall it redeem, purchase or otherwise acquire for
consideration shares of any of the foregoing, unless dividends, if any, payable
to holders of Preferred Stock for the current period (and in the case of
cumulative dividends, if any, payable to holders of Preferred Stock for the
current period and in the case of cumulative dividends, if any, for all past
periods) have been paid, are being paid or have been set aside for payment, in
accordance with the terms of the Preferred Stock, as fixed by the Board of
Directors.
In the even of the liquidation of the Corporation, holders of Preferred
Stock shall be entitled to receive, before any payment or distribution on the
Common Stock or any other class of stock junior to the Preferred Stock upon
liquidation, a distribution per share in the amount of the liquidation
preference, if any, fixed or determined in accordance with the terms of such
Preferred Stock plus, if so provided in such terms, an amount per share equal to
accumulated and unpaid dividends in respect of such Preferred Stock (whether or
not earned or declared) to the date of such distribution. Neither the sale,
lease or exchange of all or substantially all of the property and assets of the
Corporation, nor any consolidation or merger of the Corporation, shall be deemed
to be a liquidation for the purposes of this Article.
2
No shareholder of the Corporation shall have the right of cumulative voting
at any election of directors or upon any other matter.
No holder of securities of the Corporation shall be entitled as a matter of
right, preemptive or otherwise, to subscribe for or purchase any securities of
the Corporation now or hereafter authorized to be issued, or securities held in
the treasury of the Corporation, whether issued or sold for cash or other
consideration or as a share dividend or otherwise. Any such securities may be
issued or disposed of by the board of directors to such persons and on such
terms as in its discretion it shall deem advisable.
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a
vote by classes or series, or as may be required by the provisions of the
articles of incorporation have voted in favor of the amendment is:*
56%
______________________
* if any proposed amendment would alter or change any preference or any
relative or other right given to any class or series of outstanding shares, then
the amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
4. Officer Signatures (Required):
/s/ Samuel Lau /s/ Robert Foo
____________________________ ____________________________
IMPORTANT: Failure to include any of the above information and remit the proper
fees may cause this filing to be rejected.
Nevada Secretary of State Form 78.385 PROFIT AMENDMENT1999.01
Revised on: 07/21/01
3