Spongetech Delivery Systems Inc – ‘SB-2’ on 11/1/02 – EX-3

On:  Friday, 11/1/02, at 12:41pm ET   ·   Accession #:  1201251-2-2   ·   File #:  333-100925

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Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        Spongetech Registration Statement                     44    201K 
 3: EX-3        Certificate of Amendment                               1      7K 
 4: EX-3        Spongetech Bylaws                                     12±    45K 
 2: EX-3.(I)    Certificate of Incorporation                           7±    27K 
 5: EX-4        Common Stock Certificate                               2      8K 
 6: EX-10       Share Exchange Agreement                              20     78K 
 8: EX-23       Auditor's Consent                                      1      5K 
 7: EX-23       Consent of Counsel                                     1      5K 

EX-3   —   Certificate of Amendment

                                                               STATE OF DELAWARE
                                                              SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 02:00 PM 10/09/2002
                                                             020626030 - 3895351

CERTIFICATE OF AMENDMENT OF                                                     
CERTIFICATE OF INCORPORATION                                                    

NEXGEN VIII,  INC., A CORPORATION  ORGANIZED AND EXISTING UNDER AND BY VIRTUE OF
THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE                            

DOES HEREY CERTIFY                                                              

FIRST  THAT AT A  MEETING  OF THE  BOARD  OF  DIRECTORS  OF  NEXGEN  VIII,  INC.
RESOLUTIONS  WERE  DULY  ADOPTED  SETTING  FORTH  A  PROPOSED  AMENDMENT  OF THE
CERTIFICATE OF INCORPORATION OF SAID CORPORATION, DECLARING SAID AMDNEMENT TO BE
AEVISABLE  AND CALLING A MEETING OF THE  STOCKHOLDERS  OF SAID  CORPORATION  FOR
CONSIDERATION THEREOF. THE RESOLUTION SETTING FORTH THE PROPOSED AMDNEMENT IS AS
FOLLOWS:                                                                        

RESOLVED,  THAT THE CERTIFICAGE OF  INCORPORATION OF THIS CORPORATION BE AMENDED
BY CHANGING THE ARTICLES  THEREOF  NUMBERED  "FIRST" SO THAT,  AS AMENDED,  SAID
ARTICLE SHALL BE AND READ AS FOLLOWS:                                           

THE NAME OF THIS CORPORATION IS: SPONGETECH DELIVERY SYSTEMS, INC.    

SECOND  THAT  THEREAFTER  PURSUANT  TO  RESOLUTION  OF ITS ROARD OF  DIRECTORS A
SPECIAL MEETING OF THE STOCKHOLDERS OF SAID CORPOATION WAS DULY CALLED AND HELD,
UPON NOTICE IN ACCORDANCE WITH SECTION 222 OF THE GENERAL  CORPOATION LAW OF THE
STATE OF DELAWARE AT WHICH MEETING THE NECESSARY  NUMER OF SHARES AS REQUIRED BY
STATUTE WERE VOTED IN FAVOR OF THE AMDNEMENT.                                   

THIRD THAT SAID  AMENDMENT WAS DULY ADPTED IN ACCORDANCE  WITH THE PROVISIONS OF
SECITON 242 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE.            

FOURTH  THAT THE  CAPITAL OF SAID  CORPORTION  SHALL NOT BE REDUCED  UNDER OR BY
REASON OF SAID AMENDMENT.                                                       

IN WITNESS  WHEREOF,  SAID AMENDENT HAS CAUSED THIS  CERTIFICAGE TO BE SIGNED BY
KARIN R. SLACUM ITS SECRETARY THIS 2ND DAY OF OCTOBER 2002.                     

BY: /s/Karin R. Slocum                                                          
--------------------------                                              
KARIN R. SLOCUM, SECRETARY