[STAMPED]
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE CERTIFICATE OF AMENDMENT
STATE OF NEVADA TO THE ARTICLES OF INCORPORATION
SEP 07 1999 OF
No. C8178-95 FIRST AMERICAN CLOCK CO.
/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE
Pursuant to the applicable provisions of the Nevada Business Corporations
Act, First American Clock Co. (the "Corporation") adopts the following Articles
of Amendment to its Articles of Incorporation:
FIRST: The present name of the Corporation is First American Clock Co.
SECOND: The following amendments to its Articles of Incorporation were
adopted by the board of directors and by majority consent of shareholders
of the Corporation in the manner prescribed by applicable law.
(1) The Article entitled ARTICLE I - NAME, is amended to read as follows:
ARTICLE I - NAME
The name of the corporation shall be: MangoSoft, Inc.
(2) The Article entitled ARTICLE IV-STOCK, is amended to read as follows:
ARTICLE IV- STOCK
Common. The aggregate number of common shares which this Corporation shall
have authority to issue is 100,000,000 shares of Common Stock having a par value
of $.001 per share. All common stock of the Corporation shall be of the same
class, common, and shall have the same rights and preferences. Fully-paid common
stock of this Corporation shall not be liable to any further call or assessment.
Preferred. The Corporation shall be authorized to issue 5,000,000 shares of
Preferred Stock having a par value of $.001 per share and with such rights,
preferences and designations determined by the board of directors.
THIRD: The Corporation has effectuated, effective with the commencement of
business on September 8, 1999, a 1.734 to 1 forward stock split as to its shares
of common stock outstanding as of the opening of business on September 7, 1999,
which increases the outstanding shares as of that date from 908,300 shares to
1,575,000 shares. The forward split shall not change the number of shares of
Common Stock authorized for issuance by the Corporation.
FOURTH: The number of shares of the Corporation outstanding and entitled to
vote at the time of the adoption of said amendment was 908,300.
FIFTH: The number of shares voted for such amendments was 800,000
(88%) and no shares were voted against such amendment.
DATED this 27th day of August, 1999.
FIRST AMERICAN CLOCK CO.
By: /s/ Mick Jardine
---------------------------------
Mick Jardine, President/Secretary
STATE OF UTAH )
:ss.
COUNTY OF SALT LAKE )
The undersigned being first duly sworn, deposes and states: that the
undersigned is the President of First American Clock Co., that the
undersigned has read the Certificate of Amendment and knows the
contents thereof and that the same contains a truthful statement of the
Amendment duly adopted by the board of directors and stockholders of the
Corporation.
By: /s/ Mick Jardine
--------------------------------
Mick Jardine, President
STATE OF UTAH )
:ss.
COUNTY OF SALT LAKE )
Before me the undersigned Notary Public in and for the said County
and State, personally appeared the President and Secretary of First
American Clock Co., a Nevada corporation, and signed the foregoing
Articles of Amendment as her own free and voluntary acts and deeds
pursuant to a corporate resolution for the uses and purposes set forth.
IN WITNESS WHEREOF, I have set my hand and seal this 27th day of
August, 1999.
/s/ Thomas G. Kimble
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NOTARY PUBLIC
[STAMPED]
NOTARY PUBLIC
THOMAS G. KIMBLE
311 South State Street, Suite 440
Salt Lake City, Utah 84111
My Commission Expires: 11-1-2001
State of Utah
Notary Seal: