American Utilicraft Corp Watch

from SB-2 ~5 pages American Utilicraft Corporation

from SB-2 1 page Certificate of Secretary of American Utilicraft Corporation, (A Delaware Corporation) I Hereby Certify That I Am the Duly Elected and Acting Secretary of Said Corporation and That the Following Amendment to Section 3.01 of the Corporation's Bylaws Was Duly Adopted by the Written Consent of the Directors and Shareholders of the Corporation, in Accordance With the Applicable Provisions of the Delaware General Corporation Law. Section 3.01 of the Corporation's Bylaws Has Been Amended to Read as Follows: "Section 3.01. Number and Tenure. There Shall Be Such Number of Directors, Not Less Than One (1), as Shall From Time to Time Be Fixed by the Stockholders at the Annual Meeting or at Any Special Meeting Called for Such Purpose. the Directors Shall Be Elected at the Annual Meeting of the Stockholders, Except for Initial Directors Named in the Certificate of Incorporation or Elected by the Incorporator, and Except as Provided in Section 3.02 of This Article, and Each Director Elected Shall Hold Office Until His Successor Is Elected and Shall Qualify. Directors Need Not Be Stockholders. the Directors Shall Be Divided Into Three Classes, Each of Which Shall Be Composed as Nearly as Possible of One-Third of the Directors. Each Director Shall Serve for the Term to Which the Director Was Elected, and Until a Successor Shall Have Been Elected and Qualified or Until the Director's Prior Death, Resignation, or Removal. at Each Annual Election, Directors Shall Be Chosen for Full Three-Year Term to Succeed Those Whose Terms Expire." /S/James S. Carey Dated October 6, 2000 James S. Carey, Secretary

from SB-2 1 page Certificate of Amendment

from SB-2 1 page Certificate of Amendment

from SB-2 1 page Certificate of Amendment of Certificate of Incorporation of American Utilicraft Corporation American Utilicraft Corporation (The "Corporation"), a Corporation Organized and Existing Under the General Corporation Law of the State of Delaware, Hereby Certifies as Follows: First: That the Board of Directors of the Corporation Duly Adopted a Resolution Setting Forth a Proposed Amendment of the Certificate of Incorporation of the Corporation, Declaring Said Amendment to Be Advisable, and Directing That the Proposed Amendment Be Considered by the Stockholders of the Corporation. the Resolution Setting Forth the Amendment Was as Follows. Resolved, That Article Fourth - Stock of the Certificate of Incorporation of American Utilicraft Corporation Is Amended to Read as Follows: Section 4.01 the Corporation Shall Be Authorized to Issue Only One (1) Class of Stock, to Wit: Common Stock. the Total Number of Shares of Common Stock Which the Corporation Shall Have Authority to Issue Is Twenty Thousand (20,000), and the Par Value of Each Such Shares Is One Thousandth of a Cent ($.00001) Amounting in the Aggregate to Twenty Cents ($0.20). Second: That Thereafter, Pursuant to Resolution of Its Board of Directors, the Stockholders of the Corporation, Acting by Written Consent Pursuant to 8 Del C Ss. 228, 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, the Corporation Has Caused This Certificate to Be Signed by Its President and Its Secretary, Respectively, This 20th Day of April, 2000. By: /S/ John J. Dupont John J. Dupont, President Attest: /S/ James S. Carey James S. Carey, Secretary State of Delaware Secretary of State Division of Corporations Filed 03:45 Fm 04/24/2000 001209622 - 2238397

from SB-2 ~10 pages Articles of Incorporation or Bylaws

from SB-2 ~5 pages Articles of Incorporation

from SB-2 ~5 pages American Utilicraft Corporation

from SB-2 1 page Certificate of Secretary of American Utilicraft Corporation, (A Delaware Corporation) I Hereby Certify That I Am the Duly Elected and Acting Secretary of Said Corporation and That the Following Amendment to Section 3.01 of the Corporation's Bylaws Was Duly Adopted by the Written Consent of the Directors and Shareholders of the Corporation, in Accordance With the Applicable Provisions of the Delaware General Corporation Law. Section 3.01 of the Corporation's Bylaws Has Been Amended to Read as Follows: "Section 3.01. Number and Tenure. There Shall Be Such Number of Directors, Not Less Than One (1), as Shall From Time to Time Be Fixed by the Stockholders at the Annual Meeting or at Any Special Meeting Called for Such Purpose. the Directors Shall Be Elected at the Annual Meeting of the Stockholders, Except for Initial Directors Named in the Certificate of Incorporation or Elected by the Incorporator, and Except as Provided in Section 3.02 of This Article, and Each Director Elected Shall Hold Office Until His Successor Is Elected and Shall Qualify. Directors Need Not Be Stockholders. the Directors Shall Be Divided Into Three Classes, Each of Which Shall Be Composed as Nearly as Possible of One-Third of the Directors. Each Director Shall Serve for the Term to Which the Director Was Elected, and Until a Successor Shall Have Been Elected and Qualified or Until the Director's Prior Death, Resignation, or Removal. at Each Annual Election, Directors Shall Be Chosen for Full Three-Year Term to Succeed Those Whose Terms Expire." /S/James S. Carey Dated October 6, 2000 James S. Carey, Secretary

from SB-2 1 page Certificate of Amendment

from SB-2 1 page Certificate of Amendment

from SB-2 1 page Certificate of Amendment of Certificate of Incorporation of American Utilicraft Corporation American Utilicraft Corporation (The "Corporation"), a Corporation Organized and Existing Under the General Corporation Law of the State of Delaware, Hereby Certifies as Follows: First: That the Board of Directors of the Corporation Duly Adopted a Resolution Setting Forth a Proposed Amendment of the Certificate of Incorporation of the Corporation, Declaring Said Amendment to Be Advisable, and Directing That the Proposed Amendment Be Considered by the Stockholders of the Corporation. the Resolution Setting Forth the Amendment Was as Follows. Resolved, That Article Fourth - Stock of the Certificate of Incorporation of American Utilicraft Corporation Is Amended to Read as Follows: Section 4.01 the Corporation Shall Be Authorized to Issue Only One (1) Class of Stock, to Wit: Common Stock. the Total Number of Shares of Common Stock Which the Corporation Shall Have Authority to Issue Is Twenty Thousand (20,000), and the Par Value of Each Such Shares Is One Thousandth of a Cent ($.00001) Amounting in the Aggregate to Twenty Cents ($0.20). Second: That Thereafter, Pursuant to Resolution of Its Board of Directors, the Stockholders of the Corporation, Acting by Written Consent Pursuant to 8 Del C Ss. 228, 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, the Corporation Has Caused This Certificate to Be Signed by Its President and Its Secretary, Respectively, This 20th Day of April, 2000. By: /S/ John J. Dupont John J. Dupont, President Attest: /S/ James S. Carey James S. Carey, Secretary State of Delaware Secretary of State Division of Corporations Filed 03:45 Fm 04/24/2000 001209622 - 2238397

from SB-2 ~10 pages Articles of Incorporation or Bylaws

from SB-2 ~5 pages Articles of Incorporation