Exhibit 3.3 Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 o After Issuance of Stock) o Remit in Duplicate o 1. Name of corporation: Essential Reality, Inc. 2. The articles have been amended as follows (provide article numbers, if available): See Attachment A 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 powers 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: 5,100,260. * 4. Officer Signature (Required): /s/ Humbert B. Powell, III -------------------------- Humbert B. Powell, III Chief Executive Officer (Acting) * 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. IMPORTANT: Failure to include any of the above information and remit the proper fees may cause this filing to be rejected.ATTACHMENT A "FOURTH. The aggregate number of shares which this corporation is authorized to issue is fifty-five million (55,000,000), divided into classes as follows: A. Fifty million (50,000,000) shares of common stock, $.001 par value per share (hereinafter called the "Common Stock), and B. Five million (5,000,000) shares of preferred stock, $.001 par value per share, to be issued in series (hereinafter called the "Preferred Stock"). The following is a statement of the designations, powers, preferences and rights, and the qualifications, limitations or restrictions with respect to the Preferred Stock of this corporation: The shares of Preferred Stock may be issued in one or more series, and each series shall be so designated as to distinguish the shares thereof from the shares of all other series. Authority is hereby expressly granted to the Board of Directors of this corporation to fix by resolution, subject to the provisions herein set forth, before the issuance of any shares of a particular series, the number, designations, and relative rights, preferences and limitations of the shares of such series including (1) voting rights, if any, which may include the right to vote together as a single class with the Common Stock and any other series of the Preferred Stock with the number of votes per share accorded to shares of such series being the same as or different from that accorded to such other shares, (2) the dividend rate per annum, if any, and the terms and conditions pertaining to dividends and whether such dividends shall be cumulative, (3) the amount or amounts payable upon such voluntary or involuntary liquidation, (4) the redemption price or prices, if any, and the terms and conditions of the redemption, (5) sinking fund provisions, if any for the redemption or purchase of such shares, (6) the terms and conditions on which such shares are convertible, in the event the shares are to have conversion rights, and (7) any other rights, preferences and limitations pertaining to such series which may be fixed by the Board of Directors pursuant to the Nevada Revised Statutes."
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SB-2 Filing
Alliance Distributors Holding (ADTR) Inactive SB-2Registration of securities for small business issuer
Filed: 19 Jul 02, 12:00am