Attached files

file filename
EX-99.1 - PDF OF REPORT FOR GRAPHICS & MAPS - AUGUSTA GOLD CORP.ex99-1.pdf
S-1 - FORM S-1 OF KOPR RESOURCES - AUGUSTA GOLD CORP.g3852.txt
EX-5.1 - OPINION & CONSENT OF COUNSEL - AUGUSTA GOLD CORP.ex5-1.txt
EX-4.1 - SPECIMAN STOCK CERTIFICATE - AUGUSTA GOLD CORP.ex4-1.txt
EX-3.3 - BY LAWS - AUGUSTA GOLD CORP.ex3-3.txt
EX-99.1 - ASSESSMENT REPORT - AUGUSTA GOLD CORP.ex99-1.txt
EX-10.1 - DECLARATION OF TRUST - AUGUSTA GOLD CORP.ex10-1.txt
EX-10.3 - FORM OF SUBSCRIPTION AGREEMENT - AUGUSTA GOLD CORP.ex10-3.txt
EX-23.2 - CONSENT OF ACCOUNTANTS - AUGUSTA GOLD CORP.ex23-2.txt
EX-3.1 - CERTIFICATE OF INCORPORATION - AUGUSTA GOLD CORP.ex3-1.txt

                                                                     Exhibit 3.2

State of Delaware
Secretary of State
Division of Corporations
Delivered 01:50 PM 06/05/2008
FILED 01:50 PM 06/05/2008
SRV 080666097 - 4393713 FILE

                                STATE OF DELAWARE
                           CERTIFICATE OF AMENDMENT OF
                          CERTIFICATE OF INCORPORATION

This  corporation  organized  and  existing  under and by virtue of the  General
Corporation Law of the State of Delaware does hereby certify:

FIRST:  That at a meeting  of the Board of  Directors  of KOPR  Resources  Corp.
resolutions  were  duly  adopted  setting  forth  a  proposed  amendment  of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable  and calling a meeting of the  stockholders  of said  corporation  for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:

RESOLVED,  that the Certificate of  Incorporation of this corporation be amended
by changing  the Article  thereof  number  "FOURTH"  so that,  as amended,  said
Article shall be and read as follows:

Please see attached

SECOND:  That  thereafter,  pursuant to resolution of its Board of Directors,  a
special  meeting of the  stockholders of said  corporation  were duly called and
held upon notice in accordance  with Section 222 of the General  Corporation Law
of the State of Delaware  at which  meeting  the  necessary  number of shares as
required by statute were voted in favor of the amendment.

THIRD:  That said amendment was duly adopted in accordance with the provision of
Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WEREOF,  said  corporation  has caused this  certificate to be signed
this May day of 14, 2008


                                          By: /s/ Andrea Schlectman
                                              ----------------------------------
                                          Title: President
                                          Name:  Andrea Schlectman
                                                  Print or Type

FOURTH: The total number of shares of common stock authorized that may be issued by the Corporation is 150,000,000 shares with a par value of $0.001 per share, and the total number of shares of preferred stock ("Preferred Stock") authorized that may be issued by the Corporation is 75,000,000 shares with a par value of $0.001 per share. The Corporation may from time to time issue said shares for such consideration as the Board of Directors may fix. The Board of Directors of the Corporation is hereby expressly authorized, by resolution or resolutions from time to time adopted, to provide, out of the unissued shares of Preferred Stock, for the issuance of the Preferred Stock in one or more classes or series. Before any shares of any such class or series are issued, the Board of Directors shall fix and state, and hereby is expressly empowered to fix, by resolution or resolutions, the designations, preferences, and relative, participating, optional or other special rights of the shares of each such series, and the qualifications, limitation or restrictions thereon