Exhibit 99.2
NuTek Inc.
6330 McLeod Drive, Suite 1
Las Vegas, NV 89120
January 26, 2004
Suzanne C. Macero
Market Integrity
NASDAQ Stock Market Department
VIA FAX: (203) 502-5480
Dear Ms. Macero,
Below are the answers related to your information request and our conversation
earlier today:
1. Please state the old and new company name.
The old company name was Nutek Inc. Our new company name is Datascension Inc.
2. Please provide the new CUSIP number.
- You can apply for a new number by contacting the CUSIP
Service Bureau at 212-438-6565 or you can apply online at
www.cusip.com.
The new CUSIP number is 238111 10 8.
3. Please indicate the effective date of the transaction if other than the
filing date.
The effective date is today, January 26, 2004.
4. Please provide the legal effective date the articles were filed with the
Secretary of State.
- Please include a stamped copy of the Articles of
Amendment/Merger Certificate.
* If a stamped copy is unavailable at the time of filing the
amendment, please forward a copy once received from the
Secretary of State.
We will forward the stamped copy upon receipt. Attached is a copy of the
document filed with the Nevada Secretary of State.
5. Please state whether shareholder approval is required and if the
majority approved the transaction. Please provide an explanation if
shareholder approval is not required.
State law required shareholder approval and the majority approved the
transaction.
6. Please specify the ratio and effective date of the stock split.
- If there is not a split concurrent with a name change please
indicate in your correspondence.
There is no stock split related to this transaction.
7. Please provide Transfer Agent contact information.
Attn. Sally Flaucher
Transfer Online, Inc.(TM)
227 SW Pine Street, Suite 300
Portland, OR 97204
[P] 503.227.2950 [F] 503.227.6874
Additionally, we have amended our corporate bylaws related to the following:
ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER
1. FORM; SIGNATURE.
The certificates for shares of the Corporation shall be in such form as
shall be determined by the Board and shall be numbered consecutively and
entered in the books of the Corporation as they are issued. Each
certificate shall exhibit the registered holder's name and the number and
class of shares, and shall be signed by the Chairman, if elected,
President and the Treasurer or an Assistant Treasurer or the Secretary or
an Assistant Secretary, and shall bear the seal of the Corporation, or a
facsimile thereof. Where any such certificate is countersigned by a
transfer agent, or registered by a registrar, the signature of any such
officer may be a facsimile signature. In case any officer who signed, or
whose facsimile signature or signatures were placed on any such
certificate shall have ceased to be such officer before such certificate
is issued, it may nevertheless be issued by the Corporation with the same
effect as if he were such officer at the date of issue. Except as
otherwise expressly prohibited by law, and, unless otherwise determined
by the Board of Directors, each certificate for shares of the Corporation
held by a record holder (including but not limited to any broker, dealer,
voting trustee, bank, association or other entity that exercises
fiduciary powers which holds securities of record in nominee name or
otherwise or as a participant in a clearing agency registered pursuant to
Section 17A of the Securities Act of 1934, as amended) shall include, in
addition to the name of such record holder, the name of any beneficial
owner or owners of such shares. For purposes of this Article VI, Section
1, a beneficial owner shall be any person who has or shares, pursuant to
an instrument, agreement, or otherwise (i) voting power, which includes
the power to vote, or to direct the voting of such security, and/or (ii)
investment power, which includes the power to dispose, or to direct the
disposition of, such security, as defined in SEC Rule 13d-3 (or any
successor rule) under the rules and regulations of the Securities
Exchange Act of 1934, as amended.
2. UNCERTIFICATED SHARES.
The Corporation may issue stock in the form of uncertificated shares.
Within a reasonable time after the issuance of uncertificated stock, the
Corporation shall send to the registered owner thereof a written notice
containing the information required to be set forth or stated on
certificates pursuant to NRS 78.195, 78.1955, 78.196, 78.197, 78.235,
78.240, 78.242, 78.250 and 78.352, 78.355, 78.360 and/or 78.365 of Nevada
Revised Statutes, as applicable, or a statement that the Corporation will
furnish without charge to each shareholder who so requests the powers,
designations, preferences and relative participating, option or other
special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preference and/or
rights.
3. SERIES OF STOCK.
If the Corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights
of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights shall be
set forth in full or summarized on the face or back of the certificate,
provided that, except as otherwise provided in NRS 78.242 of Nevada
Revised Statutes, in lieu of the foregoing requirements, there may be set
forth on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, a statement that the
Corporation will furnish without charge to each shareholder who so
requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.
4. LOST CERTIFICATES.
The Board may direct a new share certificate or certificates to be issued
in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate to be lost
or destroyed. When authorizing such issue of a new certificate or
certificates, the Board may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or
destroyed certificate or certificates or his legal representative, to
give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect
to the certificate alleged to have been lost or destroyed.
5. TRANSFER OF SHARES.
Upon surrender to the Corporation or any transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it
shall be the duty of the Corporation or such transfer agent to issue a
new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books. Upon receipt of
proper transfer instructions from the registered owner of uncertificated
shares such uncertificated shares shall be cancelled and issuance of new
equivalent uncertificated shares or certificated shares shall be made to
the person entitled thereto and the transaction shall be recorded upon
the books of the Corporation.
6. REGISTERED SHAREHOLDERS.
Except as otherwise provided by law, the Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends or other distributions, and to vote
as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or legal claim to or interest in such share or
shares on the part of any other person.
Please contact me if you have any questions related to this matter or need
further information.
Best regards,
Nutek Inc.
Jason F. Griffith, CPA
Chief Financial Officer