EX-3.2 3 ex32.txt EXHIBIT 3.2 DELAWARE -------- The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "MACHINETALKER, INC. ", FILED IN THIS OFFICE ON THE SEVENTH DAY OF SEPTEMBER, A.D. 2004, AT 9:39 O'CLOCK A.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY RECORDER OF DEEDS. SEAL /s/Harriet Smith Windsor __________________________________________ Harriet Smith Windsor, Secretary of State 3484724 8100 AUTHENTICATION: 3336858 040646099 DATE: 09-08-04 State of Delaware Secretary of State Division of Corporations Delivered 09:55 AM 09/07/2004 FILED 09:39 AM 09/07/2004 SW 040646099 - 3484724 FILE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF MACHINETALKER, INC. MACHINETALKLR, INC., a corporation organized and existing order and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify that: 1. The amendment to the Corporation's Certificate of Incorporation set forth below was duly adopted in accordance with the provisions of Section 242 and has been consented to in writing by the stockholders, and written notice has been given, in accordance with Section 228 of the General Corporation Law of the State of Delaware. II. The first paragraph of Article FOURTH of the Corporation's Certificate of Incorporation is amended to read in its entirety as follows: "FOURTH: The total number of shares of stock which the Corporation is authorized to issue shall be Five Hundred Million (500,000,000), with a par value of One-tenth of One Cent ($0.001) per share (the "Common Stock"). Effective upon the filing of this Certificate of Amendment, each outstanding share of Common Stock be, and it hereby is, automatically split up, converted and divided into ten (10) shares of Common Stock." IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by Roland Bryan, its authorized officer, on this 3rd day of September, 2004. /s/Roland Bryan ------------------------------ Roland Bryan, President