ex4_3.htm


    
      

    

    Exhibit
      4.3

     

    
      
        	 	
                DEAN
                  HELLER

                Secretary
                  of State

                 

                202
                  North Carson Street

                Carson
                  City, Nevada 89701-4201

                (775)
                  884-5708

                Important:
                  Read attached instructions before completing form

              	
                Certificate
                  to

                Amendment

              	
                FILED
                  # C22727-47

                 

                NOV
                  08 2001

                 

                IN
                  THE OFFICE OF

                /s/
                  Dean Heller

                DEAN
                  HELLER, SECRETARY OF STATE

              


      

      


      Certificate
        of Amendment to Articles of Incorporation

      For
        Nevada Profit Corporations

      (Pursuant
        to NRS 78.385 and 78.390 – After Issuance of Stock)

      -Remit
        In
        Duplicate-

      


      
        	
                1. Name of corporation:

              	
                A1
                  INTERNET .COM, INC

              


      

      


      2.
        The
        articles have been amended as follows (provide article numbers, if
        available):

      
        	
                SECTIONS
                  4.01, 4.02, 4.03 OF ARTICLE IV AS ATTACHED.

              
	 
	 
	 
	 
	 
	 


      

      


      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 power 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: 8,799,151.

      


      4.
        Officer Signature (Required):

      


      
        	
                /s/Illegible

              	 	
                 

              


      

      


      *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 submit the proper fees may cause
        this filing to be rejected.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        	
                Dean
                  Heller

              	 	
                Telephone
                  (775) 684-5708

              
	
                Secretary
                  of State

              	 	
                Fax
                  (775) 684-5725

              
	 	 	
                Web
                  site http://sos.state.nv.us

              
	 	 	
                Filing
                  Fee

              


      

      


      STATE
        OF
        NEVADA

      OFFICE
        OF
        THE SECRETARY OF STATE

      101
        N.
        CARSON ST., STE. 3

      CARSON
        CITY, NEVADA 89701-4789

      


      CERTIFICATE
        OF AMENDMENT OF ARTICLES OF INCORPORATION

      For
        Profit Nevada Corporations

      (Pursuant
        to NRS 78.385 and 78.390 – After Issuance of Stock)

      -Remit
        in
        Duplicate-

      


      
        	
                1. Name of Corporation:

              	
                A1
                  INTERNET.COM, INC.

              


      

      


      2.  The
        articles have been amended as follows (provide article numbers, if available):
        ARTICLE I: The name of the Corporation is: WORLDTEO GROUP INTERNATIONAL,
        INC.

      


      3.
        ARTICLE IV

      


      Section
        4.01 Number and Class.  The tital number of shares of
        authorizes capital stock of the Corporation shall consist of one hundred
        million
        (100,000,000) shares of common stock at $.001 par value.  The Common
        Stock may be issued from time to time without action by the
        stockholders.  The Common Stock may be issued for such consideration
        as may be fixed from time to time by the Board of Directors.  The
        Board of Directors may issue such shares of Common Stock in one or more series,
        with such voting powers, designations, preferences and rights or qualifications,
        limitations or restrictions thereof as shall be stated in the resolution
        or
        resolutions adopted by them.

      


      Section
        4.02 No Preemptive Rights.  Holders of the Common Stock of the
        corporation shall not have any preference, preemptive right, or right of
        subscription to acquire any shares of the corporation authorized, issued
        or
        sold, or to be authorized, issued or sold, and convertible into shares of
        the
        Corporation, nor any right of subscription thereto, other than to the extent,
        if
        any, the Board of Directors may determine from time to time.

      


      Section
        4.03 Non-Assessability of Shares.  The Common Stock of the
        corporation, after the amount of the subscription price has been paid in
        money,
        property or services, as the directors shall determine, shall not be subject
        to
        assessment to pay the debts of the corporation, nor for any other purpose,
        and
        no stock issued as fully paid dhall ever be assessable or assessed, and the
        Articles of Incorporation shall not be amended in this particular.

      


      
        	
              	
                4.

              	
                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 power 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.
        Signatures:

      


      
        	
                 

              	 	
                 

              
	
                President
                  or Vice President

              	 	
                Secretary
                  or Asst. Secretary

              


      

      


      *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 submit the proper fees may cause
        this filing to be rejected.