EXHIBIT 3.2
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
BEFORE PAYMENT OF CAPITAL
OF
TRIMEDIA ENTERTAINMENT GROUP, INC.
I, the undersigned, being the sole incorporator of TriMedia Entertainment
Group, Inc., a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware,
DO HEREBY CERTIFY:
FIRST: That Article Fourth of the Certificate of Incorporation be and it hereby
is amended to read in its entirety as follows:
"4. The total number of shares of stock which the Corporation shall
have authority to issue is: one hundred twenty million shares (120,000,000) of
which one hundred million (100,000,000) shall be common stock, with a par value
of $0.0001 per share and twenty million shares (20,000,000) of preferred stock,
with a par value of $0.0001 per share, and the voting powers, designations,
preferences and relative participating, optional or other special
qualifications, limitations or restrictions thereof set forth hereinafter:
(a) The Preferred Stock may be issued in one or more series, each of
which shall be distinctively designated, shall rank equally and shall be
identified in all respects except as otherwise provided in subsection (b) of
this Section 4.
(b) Authority is hereby vested in the Board of Directors to issue from
time to time the Preferred Stock of any series and to state in the
resolution or resolutions providing for the issuance of shares of any
series the voting powers, if any, designations, preferences and
relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions of such series to the full
extent now or hereafter permitted by the law of the State of Delaware
in respect of the matters set forth in the following clauses (i) to
(viii) inclusive:
(i) the number of shares to constitute such series, and the distinctive
designations thereof;
(ii) the voting powers, full or limited, if any, of such series;
Exhibit 3.2 - Page 1
(iii) the rate of dividends payable on shares of such series, the
conditions on which and the times when such dividends are payable, the
preference to, or the relation to, the payment of the dividends
payable on any other class, classes or series of stock, whether
cumulative or non-cumulative and, if cumulative, the date from which
dividends on shares of such series shall be cumulative;
(iv) the redemption price or prices, if any, and the terms and conditions
on which shares of such series shall be redeemable;
(v) the requirement of any sinking fund or funds to be applied to the
purchase or redemption of shares of such series and, if so, the amount
of such fund or funds and the manner of application;
(vi) the rights of shares of such series upon the liquidation, dissolution
or winding up of, or upon any distribution of the assets of, the
Corporation;
(vii) the rights, if any, of the holders of shares of such series to
convert such shares into, or to exchange such shares for, shares of
any other class, classes or series of stock and the price or prices or
the rates of exchange and the adjustments at which such shares shall
be convertible or exchangeable, and any other terms and conditions of
such conversion or exchange; and
(viii) any other preferences and relative, participating, optional or other
special rights of shares of such series, and qualifications,
limitations or restrictions including, without limitation, any
restriction on an increase in the number of shares of any series
theretofore authorized and any qualifications, limitations or
restrictions of rights or powers to which shares of any future series
shall be subject.
(c) The number of authorized shares of Preferred Stock may be increased
or decreased by the affirmative vote of the holders of a majority of the votes
of all classes of voting securities of the Corporation without a class vote of
the Preferred Stock, or any series thereof, except as otherwise provided in the
resolution or resolutions fixing the voting rights of any series of the
Preferred Stock."
SECOND: That the corporation has not received any payment for any of its stock.
THIRD: That the amendment was duly adopted in accordance with the provisions of
section 241 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, we have signed this certificate this 17th day of October,
2002.
_/s/ Amanda J. Masucci
-------------------------
By: Amanda J. Masucci, Sole Incorporator
Exhibit 3.2 - Page 2