A0585394
1725344
FILED
in the Office of the Secretary of State
of the State of California
August 15, 2002
Bill Jones
Secretary of State
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
DIVERSIFIED STRATEGIES, INC.
Ed Michalove and Steven G. Saltman hereby certify that:
1. They are the President and Secretary, respectively, of DIVERSIFIED
STRATEGIES, INC., a California corporation.
2. The Board of Directors of DIVERSIFIED STRATEGIES, INC. has approved
the following amendments to the Articles of Incorporation of said
corporation:
a. Article ONE of the Articles of Incorporation is amended to read in its
entirety as follows:
"ONE: The name of this corporation is PPOL, INC."
b. The provision in Article SIX of the Articles of Incorporation which
now reads "The authorized number of shares of Common Stock is
10,000,000 and the authorized number of shares of Preferred Stock is
5,000,000" is amended to read "The authorized number of shares of
Common Stock is 100,000,000 and the authorized number of shares of
Preferred Stock is 5,000,000. Upon the amendment of this provision of
Article SIX to read as herein set forth, each outstanding share of
Common Stock is converted into .142857 share. In lieu of any
fractional shares to which a holder would otherwise be entitled, the
Corporation shall pay cash equal to such fraction multiplied by the
opening bid price of the Corporation's
EXHIBIT 3.1
shares upon such shares becoming listed on the National Association of
Securities Dealers' OTC Bulletin Board. "
3 . The amendment has been approved by the required vote of the
shareholders in accordance with Section 902 of the California
Corporations Code. The total number of outstanding shares entitled to
vote with respect to the amendment was 6,498,238, the favorable vote
of a majority of such shares is required to approve the amendment, and
the number of such shares voting in favor of the amendment equaled or
exceeded the required vote. There are no outstanding shares of
Preferred Stock.
/s/ Ed Michalove, President
-----------------------
Ed Michalove, President
/s/ Steven G. Saltman, Secretary
----------------------------
Steven G. Saltman, Secretary
Each of the undersigned declares under penalty of perjury under the laws of
the state of California that the statements contained in this certificate are
true and correct of his own knowledge.
Dated: 8/11/02 /s/ Ed Michalove
------- ------------
Ed Michalove
Dated: 8/11/02 /s/ Steven G. Saltman
------- -------------------
Steven G. Saltman
OFFICE OF THE
SECRETARY TO STATEW
EXHIBIT 3.1
A453743
E N D O R S E D
F I L E D
the office of the secretary of State
of the State of California
NOV 16 1994
CERTIFICATE OF AMENDMENT
or
ARTICLES OF INCORPORATION
OF
DIVERSIFIED STRATEGIES, INC.
James L. LeVitus and Kathy Morford certify that: TONY MILLER
-------------------------
Acting Secretary of State
1. They are the Chief Executive Officer and Secretary, respectively, of
Diversified Strategies, Inc., a California corporation.
2. Article SIX of the Articles of Incorporation is hereby amended in its
entirety to read as follows:
"SIX: The Corporation is authorized to issue two
classes of shares designated respectively "Common Stock"
and "Preferred Stock." The authorized number of shares
of Common Stock is 10,000,000 and the authorized number
of shares of Preferred Stock is 5,000,000.
The shares of Preferred Stock may be issued from time to
time in one or more series. The Board of Directors is authorized
to fix the number of shares of any series of Preferred Stock and
to determine the designation of any such series. The Board of
Directors is also authorized to determine or alter the rights,
preferences, privileges and restrictions granted to or imposed
upon any wholly-unissued series of Preferred Stock and, within
the limits and restrictions stated in any resolutions of the
Board of Directors originally fixing the number of shares
constituting any series, to increase or decrease (but not below
the number of shares of such series then outstanding) the number
of shares of any such series subsequent to the issue of shares
of the series.
1,354,567 shares of Preferred Stock shall be
designated Convertible Preferred Stock.
A statement of the rights, preferences, privileges and
restrictions granted to or imposed on the Convertible Preferred
Stock and the holders thereof is as follows:
(a) Holders of Convertible Preferred Stock may not publicly trade the
Convertible Preferred Stock. Sales of Convertible Preferred Stock may only be
accomplished through private transactions.
EXHIBIT 3.1
(b) Each share of Convertible Preferred Stock shall automatically convert
to one share of Common Stock twenty-four (24) months after the effective date of
this Corporation Is predecessors I joint plan of reorganization, as approved by
the United States Bankruptcy Court for the central District of California in the
cases entitled In Re SelecTV of California, Inc., (Case No. LA 89-05637-G and
In Re Telstar Satellite Corporation of America, (Case No. LA 88-26459-GM).
(c) other than as described above, the Convertible Preferred Stock shall
have all of the rights, preferences, privileges and restrictions of Common
Stock."
3. The foregoing amendment of Articles of Incorporation, which Amendment
increases the number of shares previously designated as Convertible Preferred
Stock in a previously filed Certificate of Amendment to the Corporation's
Articles of Incorporation, has been approved by the Board of Directors. Pursuant
to Section 203.5(b) of the General Corporation Law, the foregoing amendment
requires only the approval of the Board of Directors.
The undersigned declare under penalty of perjury under the laws of the
State of California that the matters set forth in this certificate are true and
correct of our own knowledge.
Dated: October 31, 1994
--
/s/ James L. LeVitus
--------------------------
James L. LeVitus, Chief
Executive Officer
/s/ Kathy Morford
------------------------
Kathy Morford, Secretary
EXHIBIT 3.1
A435578
ENDORSED
FILED
In the office of the Secretary of State
of the State of
Aug - 5 1993
MARCH FOND EU, Secretary of State
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
DIVERSIFIED STRATEGIES, INC.
I, James L. LeVitus certify that: j
1. I am the sole incorporator of Diversified Strategies, Inc., a
California corporation.
2. I hereby adopt the following amendment of the Articles of
Incorporation of this Corporation:
Article SIX is amended in its entirety to read as follows:
"SIX: The corporation is authorized to issue two classes of shares
designated respectfully "Common Stock" and "Preferred Stock." The
authorized number of shares of Common Stock is 10,000,000 and the
authorized number of shares of Preferred Stock is 5,000,000.
The shares of Preferred Stock may be issued from time to time in one
or more series. The Board of Directors is authorized to fix the number of
shares of any series of Preferred Stock and to determine the designation
of any such series. The Board of Directors is also authorized to
determine or alter the rights, preferences, privileges and restrictions
granted to or imposed upon any wholly unissued series of Preferred Stock
and, within the limits and restrictions stated in any resolutions of the
Board of Directors originally fixing the number of shares constituting
any series, to increase or decrease (but not below the number of shares
of such series then outstanding) the number of shares of any such series
subsequent to the issue of shares of that series.
1,350,000 shares of Preferred Stock shall be designated Convertible
Preferred Stock.
A statement of the rights, preferences, privileges and restrictions
granted to or imposed on the Convertible Preferred Stock and the holders
thereof is as follows:
(a) Holders of Convertible Preferred Stock may not publicly trade the
Convertible Preferred Stock. Sales of Convertible Preferred Stock may
only be accomplished through private transactions.
EXHIBIT 3.1
(b) Each share of Convertible Preferred Stock shall automatically
convert to one share of Common Stock twenty-four (24) months after the
effective date of this Corporation's predecessors' joint plan
reorganization, as approved by the United States Bankruptcy Court for the
Central District of California in the cases entitled In Re SelecTV of
California, Inc., (Case No. LA 89-05637- GM) and In Re Telstar Satellite
Corporation of America, (Case No. LA 88-26459-GM).
(c) Other than as described above, the Convertible Preferred Stock
shall have all of the rights, preferences, privileges and restrictions of
Common Stock."
3. No directors were named in the original Articles of Incorporation
and none have been elected.
4. No shares have been issued.
I further declare under penalty of perjury under the laws of the
State of California that the matters set forth in this certificate are
true and correct of own knowledge
Dated: August 4, 1993 /s/ James L. LeVitus,
------------------------------
James L. LeVitus, Incorporator
EXHIBIT 3.1
A434892
ENDORSED FILE
IN THIE OFFICE OF THE
SECRETARY OF STATE
OF THE STATE OF CALIFORNIA
JUL 29 1993
MARCH FONG EU, SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
or
DIVERSIFIED STRATEGIES, INC.
I, James L. LeVitus certify that:
1. I am the sole incorporator of Strategies, Inc., a California
corporation.
2. I hereby adopt the following amendment of the Articles of
Incorporation of this Corporation:
Article SEVEN is amended in its entirety to read as follows:
"The Corporation is prohibited from issuing non-voting equity
securities, and holders of equity securities of the
Corporation shall be entitled to one vote for each share of
equity securities held of record on all matters submitted to
a vote of the equity securities holders."
3. No directors were named in the original Articles of
Incorporation and none have been elected.
4. No shares have been issued.
I further declare under penalty of perjury under the laws of the
State of California that the matters set forth in this certificate are
true and correct of my own knowledge.
Dated: July 28, 1993
/s/ James L. LeVitus
James L. LeVitus, Incorporator
------------------------------
EXHIBIT 3.1
1725344
ENDORSED
FILED
In the office of the
Secretary Of State
of the State Of California
MAY 19 1993
ARTICLES OF INCORPORATION
OF
DIVERSIFIED STRATEGIES, INC.
The undersigned Incorporator hereby executes and acknowledges the
following Articles of Incorporation for the purpose of forming a
corporation under the General Corporation Law of the State of
California:
ONE: The name of the Corporation shall be:
DIVERSIFIED STRATEGIES, INC.
TWO: The purpose of the Corporation is to engage in any lawful act
or activity for which a corporation may be organized under the General
Corporation Law of California other than the banking business, the trust
company business or the practice of a profession permitted to be
incorporated by the California Corp-orations Code ("Code").
TEIREE: The liability of the Directors of the Corporation for
monetary damages shall be eliminated to the fullest extent
permissible under California law.
FOUR: The corporation is authorized to provide indemnification of
agents (as defined in Section 317 of the Code) for breach of duty to the
Corporation and its shareholders through Bylaw provisions or through
agreements with the agents, or both, in excess of the indemnification
otherwise permitted by Section 317 of the Code, subject to the limits on
such excess indemnification set forth in Section 204 of the Code.
FIVE: The name and address in this State of the
Corporation's initial agent for service of--process in accordance
with subdivision (b) of Section 1502 of the Code is:
James L. LeVitus
2121 Avenue of the Stars, Suite 1740
Los Angeles, California 90067
SIX: The Corporation is authorized to issue two classes of shares
designated respectively "Common Stock" and "Preferred Stock." The
authorized number of shares of Common Stock is 10,000,000 and the
authorized number of shares of Preferred Stock is 5,000,000.
EXHIBIT 3.1
The shares of Preferred Stock may be issued from time to
time in one or more series. The Board of Directors is authorized to fix
the number of shares of any series of Preferred Stock and to determine
the designation of any such series. The Board of Directors is also
authorized to determine or alter the rights, preferences, privileges and
restrictions granted to or imposed upon any wholly unissued series of
Preferred Stock and, within the limits and restrictions stated in any
resolutions of the Board of Directors originally fixing the number of
shares constituting any series, to increase or decrease (but not below
the number of shares of such series then outstanding) the number of
shares of any such series subsequent to the issue of shares of that
series.
SEVEN: The Corporation is prohibited from issuing
non-voting equity securities.
IN WITNESS WHEREOF, the undersigned Incorporator has executed the
foregoing Articles of Incorporation.
/s/ James L. LeVitus
-------------------------------
James L. LeVitus, Incorporator
EXHIBIT 3.1