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STATE
OF DELAWARE
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
The
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware does hereby certify:
FIRST: That at a meeting of
the Board of Directors of Janex International,
Inc. resolutions were duly adopted setting forth a proposed amendment of
the Certificate of Incorporation of said corporation, declaring said amendment
to be advisable and calling a meeting of the stockholders of said corporation
for consideration thereof. The resolution setting forth the proposed amendment
is as follows:
RESOLVED, that the Certificate
of Incorporation of this corporation be amended by changing the Article thereof
numbered "FOURTH" so that, as
amended, said Article shall be and read as follows:
The total
number of shares of stock which this corporation is authorized to issue is Five
Hundred Million (500,000,000) shares of common stock, $0.0001 par
value.
SECOND: That thereafter,
pursuant to resolution of its Board of Directors, a special meeting of the
stockholders of said corporation was duly called and held upon notice in
accordance with Section 222 of the General Corporation Law of the State of
Delaware at which meeting the necessary number of shares as required by statute
were voted in favor of the amendment.
THIRD: That said amendment was
duly adopted in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF,
said
corporation has caused this certificate to be signed this 3rd day of December, 2007.
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By:
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/s/ Mitch
Brown
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Authorized
Officer
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Title:
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Chairman/CEO
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Name:
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Mitch
Brown
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Print
or Type
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State
of Delaware
Secretary
of State
Division
of Corporations
Delivered
06:44 PM 12/06/2007
FILED
06:44 PM 12/06/2007
SRV
071294557 – 4384522 FILE
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