CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF INCORPORATION OF
MVD, INC.
a Delaware corporation
MVD, Inc., a corporation organized under the General Corporation Law of the
State of Delaware ("Corporation"), does hereby certify:
FIRST: The Corporation has received payment for its capital stock.
SECOND: The amendment to the Corporation's Certificate of Incorporation set
forth in the following resolution was approved by a majority of the
Corporation's Board of Directors and was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of Delaware; and,
further, was approved by the shareholders of the Corporation pursuant to Section
228 of the General Corporation Law of the State of Delaware.
RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by striking Article FIRST in its entirety and replacing therefor:
`FIRST: The name of this corporation shall be NT Media Corp. of California,
Inc.'; and ------------------------------
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RESOLVED, the Certificate of Incorporation of the Corporation be amended by
striking Article FOURTH in its entirety and replacing therefor: 'FOURTH: The
total number of shares of stock which this corporation shall have authority to
issue is One Hundred Five Million (105,000,000) with a par value of one mil
($.001) per share. One Hundred Million (100,000,000) of those shares are Common
Stock and Five Million (5,000,000) of those shares are Preferred Stock. Each
share of Common Stock shall entitle the holder thereof to one vote, in person or
by proxy, on any matter on which action of the stockholders of this corporation
is sought. The holders of shares of Preferred Stock shall have no right to vote
such shares, except (i) as determined by the Board of Directors of this
corporation in accordance with the provisions of Section (3) of ARTICLE FIFTH of
this Certificate of Incorporation, or (ii) as otherwise provided by the Delaware
General Corporation Law, as amended from time to time. The stockholders shall
not possess cumulative voting rights. The holders of shares of capital stock of
the corporation shall not be entitled to pre-emptive or preferential rights to
subscribe to any unissued stock or any other securities which the corporation
may now or hereafter be authorized to issue. The corporation's capital stock may
be issued and sold from time to time for such consideration as may be fixed by
the Board of Directors, provided that the consideration so fixed is not less
than par value.'
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed and attested by its duly authorized officer.
Dated: April 24, 2001
By: /s/ Chris Mehringer
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Chris Mehringer
Its: President
ATTEST:
By: /s/ Chris Mehringer
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Chris Mehringer
Its: Secretary