CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
OF
PTS, INC.
(the "Corporation")
I, Peter Chin, certify that
1. The original articles of incorporation were filed with the Office of the
Secretary of State on November 5, 1996.
2. As of the date of this certificate, 235,100,505 shares of common stock are
issued and outstanding.
3. Pursuant to a consent of the shareholders in lieu of a meeting, in which
120,000,000 shares, representing 51.05% of the outstanding voting shares,
approved the action taken by the Board of Directors, the Corporation hereby
adopted the following amendment to its Articles of Incorporation.
Article Fourth IV: Capitalization
(1) Authorized Stock. The total number of shares of stock which the
Company shall have authority to issue is 90,000,000, consisting of
800,000,000 shares of common stock, par value $0.001 per share (the
"Common Stock"), and 100,000,000 shares of preferred stock, par value
$0.001 per share (the "Preferred Stock").
(2) Preferred Stock. The Preferred Stock may be issued from time to time
in one or more series. The Board of Directors is hereby authorized to
create and provide for the issuance of shares of the Preferred Stock
in series and, by filing a certificate pursuant to the applicable
section of the NRS (the "Preferred Stock Designation"), to establish
from time to time the number of shares to be included in each such
series, and to fix the designations, powers, preferences and rights of
the shares of each such series and the qualifications, limitations or
restrictions thereof. The authority of the Board of Directors with
respect to each series shall include, but not be limited to,
determination of the following:
(a) The designation of the series, which may be by distinguishing
number, letter or title.
(b) The number of shares of the series, which number the Board of
Directors may thereafter (except where otherwise provided in the
Preferred Stock Designation) increase or decrease (but not below
the number of shares thereof then outstanding).
(c) Whether dividends, if any, shall be cumulative or noncumulative
and the dividend rate of the series.
(d) The dates at which dividends, if any, shall be payable.
(e) The redemption rights and price or prices, if any, for shares of
the series.
(f) The terms and amount of any sinking fund provided for the
purchase or redemption of shares of the series.
(g) The amounts payable on, and the preferences, if any, of shares of
the series in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the
Company.
(h) Whether the shares of the series shall be convertible into shares
of any other class or series, or any other security, of the
Company or any other corporation, and, if so, the specification
of such other class or series of such other security, the
conversion price or prices or rate or rates, any adjustments
thereof, the date or dates at which such shares shall be
convertible and all other terms and conditions upon which such
conversion may be made.
(i) Restrictions on the issuance of shares of the same series or of
any other class or series.
(j) The voting rights, if any, of the holders of shares of the
series.
(k) Such other powers, preferences and relative, participating,
optional and other special rights, and the qualifications,
limitations and restrictions thereof as the Board of Directors
shall determine.
(3) Common Stock. The Common Stock shall be subject to the express terms of the
Preferred Stock and any series thereof. Each share of the Common Stock
shall be equal to each other share of the Common Stock. The holders of
shares of the Common Stock shall be entitled to one vote for each such
share upon all questions presented to the stockholders.
(4) Voting Rights. Except as may be provided in these Articles of Incorporation
or in a Preferred Stock Designation, or as may be required by applicable
law, the Common Stock shall have the exclusive right to vote for the
election of directors and for all other purposes, and holders of shares of
the Preferred Stock shall not be entitled to receive notice of any meeting
of stockholders at which they are not entitled to vote. At each election
for directors, every stockholder entitled to vote at such election shall
have the right to vote, in person or by proxy, the number of shares owned
by him for as many persons as there are directors to be elected and for
whose election he has a right to vote. It is expressly prohibited for any
stockholder to cumulate his votes in any election of directors.
(5) Denial of Preemptive Rights. No stockholder of the Company shall, by reason
of his holding shares of any class, have any preemptive or preferential
right to purchase or subscribe to any shares of any class of the Company,
now or hereafter to be authorized, or any notes, debentures, bonds, or
other securities convertible into or carrying options or warrants to
purchase shares of any class, now or hereafter to be authorized, whether or
not the issuance of any such shares, or such notes, debentures, bonds or
other securities would adversely affect dividend or voting rights of such
stockholder, other than such rights, if any, as the Board of Directors in
its discretion may fix; and the Board of Directors may issue shares of any
class of the Company, or any notes, debentures, bonds, or other securities
convertible into or carrying options or warrants to purchase shares of any
class, without offering any such shares of any class, either in whole or in
part, to the existing stockholders of any class.
/s/Peter Chin
Peter Chin, President and Director