Published on October 16, 2008
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE
OF INCORPORATION
OF
DIGICORP,
INC.
____________________________________________________________
We,
the
undersigned, President and Secretary, respectively, of Digicorp,
Inc.,
a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware
DO
HEREBY CERTIFY:
FIRST: That
the
name of the Corporation is Digicorp,
Inc.
SECOND: That
Article First of the Certificate of Incorporation be and it hereby is amended
to
read in its entirety as follows:
“FIRST:
The name of the Corporation (hereinafter called the “Corporation”) is
China
Youth Media, Inc.”
THIRD: The
Corporation is authorized to issue two classes of stock. The total number of
shares of stock of each class which the Corporation is authorized to issue
and
the par value of each share of each class of stock are as follows:
|
Class
|
Par
Value
|
Authorized
Shares
|
|||||
|
Common
|
|
$
0.001
|
60,000,000
|
||||
|
Preferred
|
|
$
0.001
|
1,000,000
|
||||
|
Total
|
61,000,00
|
||||||
FOURTH:
That
Article Fourth of the Certificate of Incorporation be and it hereby is amended
to read in its entirety as follows:
“FOURTH:
The Corporation is authorized to issue two classes of stock. One class of stock
shall be Common Stock, par value $0.001 per share. The second class of stock
shall be Preferred Stock, par value $0.001 per share. The Preferred Stock,
or
any series thereof, shall have such designations, preferences and relative,
participating, optional or other special rights and qualifications, limitations
or restrictions thereof as shall be expressed in the resolution or resolutions
providing for the issue of such stock adopted by the Board of Directors and
may
be made dependent upon facts ascertainable outside such resolution or
resolutions of the Board of Directors, provided that the matter in which such
facts shall operate upon such designations, preferences, rights and
qualifications; limitations or restrictions of such class or series of stock
is
clearly and expressly set forth in the resolution or resolutions providing
for
the issuance of such stock by the Board of Directors.
The
total
number of shares of stock of each class which the Corporation shall have
authority to issue and the par value of each share of each class of stock are
as
follows:
|
Class
|
Par
Value
|
Authorized
Shares
|
|||||
|
Common
|
|
$
0.001
|
500,000,000
|
||||
|
Preferred
|
|
$
0.001
|
2,000,000
|
||||
|
Total
|
502,000,000
|
||||||
FIFTH: That
the
amendment shall be effective on October 16, 2008.
SIXTH: That
the
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,
we have
hereunto signed this certificate this 3rd
day of
October, 2008, and we affirm the statements contained herein as true under
penalties of perjury.
/s/
Jay Rifkin
Jay
Rifkin, President
Attest: /s/
Jay Rifkin
Jay
Rifkin, Secretary