EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
PEAK VISTA CAPITAL, INC.
KNOW ALL MEN BY THESE PRESENTS:
That I, PATRICIA CUDD, desiring to establish a corporation under the
name of PEAK VISTA CAPITAL, INC., for the purpose of becoming a body corporate
under and by virtue of the laws of the State of Colorado and, in accordance with
the provisions of the laws of said State, do hereby make, execute and
acknowledge this certificate in writing of my intention to become a body
corporate, under and by virtue of said laws.
ARTICLE I
The name of the corporation shall be: PEAK VISTA CAPITAL, INC
ARTICLE II
The nature of the business and the objects and purposes to be
transacted, promoted and carried on are to do any or all of the things herein
mentioned as fully and to the same extent as natural persons might or could do,
and in any part of the world, viz:
(a) To transact all lawful business for which corporations
may be incorporated pursuant to the Colorado Corporation Code.
(b) To manufacture, purchase or otherwise acquire and to hold,
own, mortgage or otherwise lien, pledge, lease, sell, assign, exchange,
transfer or in any manner dispose of, and to invest, deal and trade in
and with goods, wares, merchandise and personal property of any and
every class and description, within or without the State of Colorado.
(c) To acquire the goodwill, rights and property and to
undertake the whole or any part of the assets and liabilities of any
person, firm, association or corporation; to pay for the same in cash,
the stock of the corporation, bonds or otherwise; to hold or in any
manner dispose of the whole or any part of the property so purchased;
to conduct in any lawful manner the whole or any part of any business
so acquired and to exercise all the powers necessary or convenient in
and about the conduct and management of such business.
(d) To guarantee, purchase or otherwise acquire, hold, sell,
assign, transfer, mortgage, pledge or otherwise dispose of shares of
the capital stock, bonds or other evidences of indebtedness created by
other corporations and, while the holder of such stock, to exercise all
the rights and privileges of ownership, including the right to vote
thereon, to the same extent as natural persons might or could do.
(e) To purchase or otherwise acquire, apply for, register,
hold, use, sell or in any manner dispose of and to grant licenses or
other rights in and in any manner deal with patents, inventions,
improvements, processes, formulas, trademarks, trade names, rights and
licenses secured under letters patent, copyright or otherwise.
(f) To enter into, make and perform contracts of every kind
for any lawful purpose, with any person, firm, association or
corporation, town, city, county, body politic, state, territory,
government, colony or dependency thereof.
(g) To borrow money for any of the purposes of the corporation
and to draw, make, accept, endorse, discount, execute, issue, sell,
pledge or otherwise dispose of promissory notes, drafts, bills of
exchange, warrants, bonds, debentures and other negotiable or
non-negotiable, transferable or nontransferable instruments and
evidences of indebtedness, and to secure the payment thereof and the
interest thereon by mortgage or pledge, conveyance or assignment in
trust of the whole or any part of the property of the corporation at
the time owned or thereafter acquired.
(h) To lend money to, or guarantee the obligations of, or to
otherwise assist the directors of the corporation or of any other
corporation the majority of whose voting capital stock is owned by the
corporation, upon the affirmative vote of at least a majority of the
outstanding shares entitled to vote for directors.
(i) To purchase, take, own, hold, deal in, mortgage or
otherwise pledge, and to lease, sell, exchange, convey, transfer or in
any manner whatever dispose of real property, within or without the
State of Colorado.
(j) To purchase, hold, sell and transfer the shares of its
capital stock.
(k) To have one or more offices and to conduct any and all
operations and business and to promote its objects, within or without
the State of Colorado, without restrictions as to place or amount.
(1) To do any or all of the things herein set forth as
principal, agent, contractor, trustee, partner or otherwise, alone or
in company with others.
(m) The objects and purposes specified herein shall be
regarded as independent objects and purposes and, except where
otherwise expressed, shall be in no way limited or restricted by
reference to or inference from the terms of any other clauses or
paragraph of these Articles of Incorporation.
(n) The foregoing shall be constructed both as objects and
powers and the enumeration thereof shall not be held to limit or
restrict in any manner the general powers conferred on this corporation
by the laws of the State of Colorado.
ARTICLE III
The total number of shares of all classes of capital stock which the
corporation shall have authority to issue is 55,000,000 of which 5,000,000 shall
be shares of preferred stock, $.01 par value per share, and 50,000,000 shall be
shares of common stock, $.001 par value per share, and the designations,
preferences, limitations and relative rights of the shares of each class shall
be as follows:
(a) Shares of Preferred Stock. The corporation may divide and
issue the shares of preferred stock in series. Shares of preferred
stock of each series, when issued, shall be designated to distinguish
them from the shares of all other series. The Board of Directors is
hereby vested with authority to divide the class of shares of preferred
stock into series and to fix and determine the relative rights and
preferences of the shares of any such series so established to the full
extent permitted by these Articles of Incorporation and the Colorado
Corporation Code in respect of the following:
(i) The number of shares to constitute such series,
and the distinctive designations thereof;
(ii) The rate and preference of dividends, if any,
the time of payment of dividends, whether dividends are
cumulative and the date from which any dividends shall accrue;
(iii) Whether shares may be redeemed and, if so, the
redemption price and the terms and conditions of redemption;
(iv) The amount payable upon shares in event of
involuntary liquidation;
(v) The amount payable upon shares in event of
voluntary liquidation;
(vi) Sinking fund or other provisions, if any, for
the redemption or purchase of shares;
(vii) The terms and conditions upon which shares may
be converted, if the shares of any series are issued with the
privilege of conversion;
(viii) Voting powers, if any; and
(ix) Any other relative rights and preferences of
shares of such series, including, without limitation, any
restriction on an increase in the number of shares of any
series theretofore authorized and any limitation or
restriction of rights or powers to which shares of any future
series shall be subject.
(b) Shares of Common Stock. The rights of holders of shares of
common stock to receive dividends or share in the distribution of
assets in the event of liquidation, dissolution or winding up of the
affairs of the corporation shall be subject to the preferences,
limitations and relative rights of the shares of preferred stock fixed
in the resolution or resolutions which may be adopted from time to time
by the Board of Directors of the corporation providing for the issuance
of one or more series of shares of preferred stock.
The capital stock, after the subscription price has been paid in, shall
not be subject to assessment to pay the debts of the corporation. Any stock of
the corporation may be issued for money, property, services rendered, labor
done, cash advances for the corporation or for any other assets of value in
accordance with the action of the Board of Directors, whose judgment as to value
received in return therefore shall be conclusive and said stock when issued
shall be fully-paid and nonassessable.
ARTICLE IV
The corporation shall have perpetual existence.
ARTICLE V
The governing board of this corporation shall be known as the Board of
Directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the Bylaws of this corporation.
The name and post office address of the incorporator is as follows:
Patricia Cudd 50 South Steele Street, Suite #222
Denver, Colorado 80209
The name and post office address of the director comprising the
original Board of Directors of the corporation is as follows:
Kendall L. Dorsett 506 Paula Avenue
Glendale, California 91201
Eric W. Wagner 4806 Fountain Avenue, #101
Los Angeles, California 90029
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
(a) To manage and govern the corporation by majority vote of
members present at any regular or special meeting at which a quorum
shall be present unless the act of a greater number is required by the
laws of the state of incorporation, these Articles of Incorporation or
the Bylaws of the Corporation.
(b) To make, alter, or amend the Bylaws of the corporation at
any regular or special meeting.
(c) To fix the amount to be reserved as working capital over
and above its capital stock paid in.
(d) To authorize and cause to be executed mortgages and liens
upon the real and personal property of this corporation.
(e) To designate one or more committees, each committee to
consist of two or more of the directors of the corporation, which, to
the extent provided by resolution or in the Bylaws of the corporation,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the corporation. Such
committee or committees shall have such name or names as may be stated
in the Bylaws of the corporation or as may be determined from time to
time by resolution adopted by the Board of Directors.
The Board of Directors shall have power and authority to sell, lease,
exchange or otherwise dispose of all or substantially all of the property and
assets of the corporation, if in the usual and regular course of its business,
upon such terms and conditions as the Board of Directors may determine without
vote or consent of its shareholders.
The Board of Directors shall have power and authority to sell, lease,
exchange or otherwise dispose of all or substantially all the property or assets
of the corporation, including its goodwill, if not in the usual and regular
course of its business, upon such terms and conditions as the Board of Directors
may determine, provided that such sale shall be authorized or ratified by the
affirmative vote of the shareholders of at least a majority of the shares
entitled to vote thereon at a shareholders' meeting called for that purpose, or
when authorized or ratified by the written consent of all the shareholders of
the shares entitled to vote thereon.
The Board of Directors shall have the power and authority to merge or
consolidate the corporation upon such terms and conditions as the Board of
Directors may authorize, provided that such merger or consolidation is approved
or ratified by the affirmative vote of the shareholders of at least a majority
of the shares entitled to vote thereon at a shareholders meeting called for that
purpose, or when authorized or ratified by the written consent of all the
shareholders of the shares entitled to vote thereon.
The corporation shall be dissolved upon the affirmative vote of the
shareholders of at least a majority of the shares entitled to vote thereon at a
meeting called for that purpose, or when authorized or ratified by the written
consent of all the shareholders of the shares entitled to vote thereon.
The corporation shall revoke voluntary dissolution proceedings upon the
affirmative vote of the shareholders of at least a majority of the shares
entitled to vote at a meeting called for that purpose, or when authorized or
ratified by the written consent of all the shareholders of the shares entitled
to vote thereon.
ARTICLE VI
The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation, and the same are
in furtherance of and not in limitation of the powers conferred by law.
No contract or other transactions of the corporation with any other
person, firm or corporation, or in which this corporation is interested, shall
be affected or invalidated by (a) the fact that any one or more of the directors
or officers of this corporation is interested in or is a director or officer of
such other firm or corporation; or (b) the fact that any director or officer of
this corporation, individually or jointly with others, may be a party to or may
be interested in any such contract or transaction, so long as the contract or
transaction is authorized, approved or ratified at a meeting of the Board of
Directors by sufficient vote thereon by directors not interested therein, to
whom such fact or relationship or interest has been disclosed, or so long as the
contract or transaction is fair and reasonable to the corporation. Each person
who may become a director or officer of the corporation is hereby relieved from
any liability that might otherwise arise by reason of his contracting with the
corporation for the benefit of himself or any firm or corporation in which he
may be in any way interested.
The officers, directors and other members of management of this
corporation shall be subject to the doctrine of corporate opportunities only
insofar as it applies to business opportunities in which this corporation has
expressed an interest as determined from time to time by the corporation's Board
of Directors as evidenced by resolutions appearing in the corporation's minutes.
When such areas of interest are delineated, all such business opportunities
within such areas of interest which come to the attention of the officers,
directors and other members of management of this corporation shall be disclosed
promptly to this corporation and made available to it. The Board of Directors
may reject any business opportunity presented to it and thereafter any officer,
director or other member of management may avail himself of such opportunity.
Until such time as this corporation, through its Board of Directors, has
designated an area of interest, the officers, directors and other members of
management of this corporation shall be free to engage in such areas of interest
on their own. and the provisions hereof shall not limit the rights of any
officer, director or other member of management of this corporation to continue
a business existing prior to the time that such area of interest is designated
by this corporation. This provision shall not be construed to release any
employee of the corporation (other than an officer, director or member of
management) from any duties which he may have to the corporation.
ARTICLE VII
Each director and officer of the corporation shall be indemnified by the
corporation as follows
(a) The corporation shall indemnify any person who was or is a party,
or is threatened to be made a party, to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him in connection with such action, suit or proceeding, if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent,
shall not of itself create a presumption that the person did not act in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the corporation and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) The corporation shall indemnify any person who was or is a party,
or is threatened to be made a party, to any threatened, pending or completed
action or suit by or in the right of the corporation, to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorney's fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the corporation, except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation, unless, and only to the extent that, the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability, but in view of all circumstances of the
case, such person is fairly and reasonably entitled to indemnification for such
expenses which such court deems proper.
(c) To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to -in Sections (a) and (b) of this Article,
or in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.
(d) Any indemnification under Section (a) or (b) of this Article
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the officer,
director and employee or agent is proper in the circumstances, because he has
met the applicable standard of conduct set forth in Section (a) or (b) of this
Article. Such determination shall be made (i) by the Board of Directors by a
majority vote of a quorum, consisting of directors who were not parties to such
action, suit or proceeding, or (ii) if such quorum is not obtainable or, even if
obtainable, if a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by the affirmative vote of the
holders of a majority of the shares of stock entitled to vote and represented at
a meeting called for such purpose.
(e) Expenses (including attorneys' fees) incurred in defending a civil
or criminal action, suit or proceeding may be paid by the corporation in advance
of the final disposition of such action, suit or proceeding, as authorized in
Section (d) of this Article, upon receipt of an undertaking by or on behalf of
the director, officer, employee or agent to repay such amount, unless it shall
ultimately be determined that he is entitled to be indemnified by the
corporation as authorized in this Article.
(f) The Board of Directors may exercise the corporation's power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under this Article.
(g) The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under these Articles of Incorporation, the Bylaws, agreements, vote of
the shareholders or disinterested directors, or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs and
personal representatives of such a person.
ARTICLE VIII
The initial registered and principal office of said corporation shall
be located at 50 South Steele Street, Suite #222, Denver, Colorado 80209, and
the initial registered agent of the corporation at such address shall be
Patricia Cudd.
Part or all of the business of said corporation may be carried on in
the County of Denver, or any other place in the State of Colorado or beyond the
limits of the State of Colorado, in other states or territories of the United
States and in foreign countries.
ARTICLE IX
Whenever a compromise or arrangement is proposed by the corporation
between it and its creditors or any class of them, and/or between said
corporation and its shareholders or any class of them, any court of equitable
jurisdiction may, on the application in a summary way by said corporation, or by
a majority of its stock, or on the application of any receiver or receivers
appointed for said corporation, or on the application of trustees in
dissolution, order a meeting of the creditors or class of creditors and/or of
the shareholders or class of shareholders of said corporation, as the case may
be, to be notified in such manner as the said court decides. If a majority in
number, representing at least three-fourths in amount of the creditors or class
of creditors, and/or the holders of a majority of the stock or class of stock of
said corporation, as the case may be, agree to any compromise or arrangement
and/or to any reorganization of said corporation, as a consequence of such
compromise or arrangement, the said compromise or arrangement and/or the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding upon all the creditors or class of creditors, and/or
on all the shareholders or class of shareholders of said corporation, as the
case may be, and also on said corporation.
ARTICLE X
No shareholder in the corporation shall have the preemptive right to
subscribe to any or all additional issues of stock and/or other securities of
any or all classes of this corporation or securities convertible into stock or
carrying stock purchase warrants, options or privileges.
ARTICLE XI
Meetings of shareholders may be held at any time and place as the
Bylaws shall provide. At all meetings of the shareholders, one-third of all
shares entitled to vote shall constitute a quorum.
ARTICLE XII
Cumulative voting shall not be allowed.
ARTICLE XIII
These Articles of Incorporation may be amended by resolution of the
Board of Directors if no shares have been issued, and if shares have been
issued, by affirmative vote of the shareholders of at least a majority of the
shares entitled to vote thereon at a meeting called for that purpose, or, when
authorized, when such action is ratified by the written consent of all the
shareholders of the shares entitled to vote thereon.
ARTICLE XIV
Any action for which the laws of the State of Colorado require the
approval of two-thirds of the shares of any class or series entitled to vote
with respect thereto, unless otherwise provided in the Articles of
Incorporation, shall require for approval the affirmative vote of a majority of
the shares of any class or series outstanding and entitled to vote thereon.
ARTICLE XV
No director shall be personally liable to the corporation or any
shareholder for monetary damages for breach of fiduciary duty as a director,
except for any matter in respect of which such director shall be liable under
Section 7-5-114 of the Colorado Revised Statutes, or any amendment thereto or
successor provision thereto and except for any matter in respect of which such
director shall be liable by reason that he (i) has breached his duty of loyalty
to the corporation or its shareholders, (ii) has not acted in good faith or, in
failing to act, has not acted in good faith, (iii) has acted in a manner
involving intentional misconduct or a knowing violation of law or, in failing to
act, has acted in a manner involving intentional misconduct or a knowing
violation of law, or (iv) has derived an improper personal benefit. Neither the
amendment nor repeal of this Article XV, nor the adoption of any provision of
the Articles of Incorporation inconsistent with this Article XV, shall eliminate
or reduce the effect of this Article XV in respect of any matter occurring, or
any cause of action, suite or claim that, but for this Article XV would accrue
or arise prior to such amendment, repeal or adoption of an inconsistent
provision.
IN TESTIMONY WHEREOF, I have hereunto set my hand on this 11th day of
March, 1997, and, by my signature below, I hereby further consent to my
appointment as the initial registered agent of the corporation.
s/s Patricia Cudd
STATE OF COLORADO )
) ss.
COUNTY OF DENVER )
I, Christa Addington, a Notary Public in and for the said
county and state, hereby certify that there personally appeared before
me, Patricia Cudd, who being first duly sworn, declared that he is the
person who executed the foregoing document as the incorporator and the
initial registered agent of the corporation, and that the statements
therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 11th day
of March, 1997.
My commission expires: 12/17/97.
s/s Christa Addington
Notary Public
ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF PEAK VISTA CAPITAL,
INC.
Pursuant to the provisions of the Colorado Business Corporation Act,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the Corporation is Peak Vista Capital, Inc.
SECOND: The following amendment to the Articles of Incorporation was
adopted on August 12, 1997, as prescribed by the Colorado Business Corporation
Act. in the manner marked with an X below:
___ No shares, have been issued or Directors Elected - Action by
Incorporators
___ No shares have been issued but Directors Elected - Action by
Directors
___ Such amendment was adopted by the board of directors where shares
have been issued.
_X_ Such amendment was adopted by a vote of the shareholders. The
number of shares voted for the amendment was sufficient for approval.
Article I of the Articles of Incorporation shall be amended so that, as
amended, Article reads in its entirety as follows:
ARTICLE I
The name of the corporation is ZIP TOP, INC.
THIRD: The manner, if not set forth in such amendment. in which any
exchange. reclassification. or cancellation of issued shares provided for in the
amendment shall be effected, is as follows: None.
If these amendments are to have a delayed effective date, please list
that date: Not applicable.
(Not to exceed ninety (90) days from the date of filing)
PEAK VISTA CAPITAL, INC.
By:s/s ROLAND W. FINK
Roland W. Fink, Secretary
ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF ZIP
TOP, INC.
Pursuant to the provisions of the Colorado Business Corporation
Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
FIRST: The name of the Corporation is Zip Top, Inc.
SECOND: The following amendment to the Articles of Incorporation was
adopted on July 28, 1998, as prescribed by the Colorado Business Corporation
Act, in the manner marked with an X below:
___ No shares have been issued or Directors Elected - Action by
Incorporators
___ No shares have been issued but Directors Elected - Action by
Directors
___ Such amendment was adopted by the board of directors where shares
have been issued.
_X_ Such amendment was adopted by a vote of the shareholders. The
number of shares voted-for the amendment was sufficient for approval.
The first paragraph of Article III of the Corporation's Articles of
Incorporation shall be amended so that, as amended, the first paragraph of
Article III will read in its entirety as set forth below and, except as amended
in the manner provided below, the remainder of Article III of the Articles of
Incorporation will remain in full force and effect.
ARTICLE III
The total number of shares of all classes of capital stock
which the corporation shall have authority to issue is 55,000,000 of
which 5,000,000 shall be shares of preferred stock, $.01 par value per
share, and 50,000,000 shall be shares of common stock, $.001 par value
per share, and the designations, preferences, limitations and relative
rights of the shares of each class shall be as set forth in paragraphs
(1) and (2) below.
(1) At the time this Amendment becomes effective, each one
share of common stock, $.001 par value per share, of the Corporation
issued and outstanding at such time shall be, and hereby is, changed
and reclassified into fourteen fully-paid and nonassessable shares of
common stock, $.001 par value per share, of the Corporation authorized
by such Amendment, with the result that the number of shares of common
stock of the Corporation issued and outstanding immediately prior to
the taking of effect of this Amendment is 422,000 shares of common
stock, $.001 par value per share, and the number of shares of common
stock of the Corporation issued and outstanding immediately following
the taking of effect of this Amendment is 5,486,000 shares of common
stock, $.001 par value per share. At any time after this Amendment
becomes effective, each certificate representing any shares of common
stock, $.001 par value per share, of the Corporation outstanding
immediately prior to the taking of effect of this Amendment
(collectively, the "Old Certificates") shall be exchangeable for a
certificate representing shares of common stock, $.001 par value per
share, of the Corporation authorized by such Amendment (collectively,
the "New Certificates"), in the ratio for such reclassification stated
above (i.e., 14: 1) through the surrender of such Old Certificates by
the holders of record thereof to the Secretary of this Corporation at
the principal office of the Corporation.
(2) Upon surrender for. exchange by each shareholder of an Old
Certificate, the Corporation shall issue and deliver to each such
shareholder a New Certificate representing fourteen shares of common
stock, $.001 par value per share, of the Corporation for each one share
of common stock, $.001 par value per share, of the Corporation issued
and outstanding immediately prior to the taking of effect of this
Amendment. The reclassification of each one issued and outstanding
share of common stock, $.001 par value per share, of the Corporation
into fourteen shares of common stock, $.001 par value per share, of
the Corporation shall be. deemed to occur when this Amendment becomes
effective and neither the surrender of the Old Certificates nor the
issuance of the New Certificates shall be a necessary condition for the
effectiveness of such reclassification. Each Old Certificate shall be
canceled upon its surrender and the issuance of a New Certificate
evidencing such shares as so reclassified. The stated capital of this
Corporation shall increase from $422 to $5,486 following the taking of
effect of this Amendment.
THIRD: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows: None.
If these amendments are to have a delayed effective date, please list
that date Not applicable.
(Not to exceed ninety (90) days from the date of filing)
ZIP TOP, INC,
Dated August 7, 1998 By: s/s KENDALL L. DORSETT
Kendall L. Dorsett, Secretary
ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF ZIP TOP, INC
Pursuant to the provisions of the Colorado Business Corporation Act,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the Corporation is Zip Top, Inc.
SECOND: The following amendment to the Articles of Incorporation was
adopted on December 11, 1998, as prescribed by the Colorado Business Corporation
Act, in the manner marked with an X below:
___ No shares have been issued or Directors Elected - Action by
Incorporators
___ No shares have been issued but Directors Elected - Action by
Directors
___ Such amendment was adopted by the board of directors where shares
have been issued.
_X__ Such amendment was adopted by a vote of the shareholders. The
number of shares voted for the amendment was sufficient for approval.
Article I of the Articles of Incorporation shall be amended so that, as
amended, Article 1 reads in its entirety as follows:
The name of the corporation shall be: PANGEA PETROLEUM CORP.
THIRD: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows: None.
If these amendments are to have a delayed effective date, please list
that date: Not applicable.
(Not to exceed ninety (90) days from the date of filing)
ZIP TOP, INC.
Dated: December 15, 1998 By: s/s ROLAND W. FINK
Roland W. Fink, Secretary
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
PANGEA PETROLEUM CORP.
Pursuant to the provisions of the Colorado Business Corporation Act,
the, undersigned corporation adapts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the Corporation is Pangea Petroleum Corp.
SECOND: The following amendment to the Articles of Incorporation was
adopted on December 11, 1998, as prescribed by the Colorado Business Corporation
Act, in the manner marked with an X below:
___ No shares have been issued or Directors Elected - Action by
Incorporators
___ No shares have been issued but Directors Elected - Action by
Directors
___ Such amendment was adopted by the board of directors where shares
have been issued.
_X_ Such amendment was adopted by a vote of the shareholders. The
number of shares voted for the amendment was sufficient for approval.
The first paragraph of Article III of the Corporation's Articles of
Incorporation shall be amended so that, as amended, the first paragraph of
Article III will read in its entirety as set forth below and, except as amended
in the manner provided below, die remainder of Article III of the Articles of
Incorporation will remain in full force and effect.
ARTICLE III
The total number of shares of all classes of capital stock
which the corporation shall have authority to issue is 55,000,000 of
which 5,000,000 shall be shares of preferred stock, $.01 par value per
share, and 50,000,000 shall be shares of common stock, $.001 par value
per share, and the designations, preferences, limitations and relative
rights of the shares of each class shall be as set forth in paragraphs
(1) and (2) below.
(1) At the time this Amendment becomes effective, each one
share of common stock, $.001 par value per share, of the Corporation
issued and outstanding at such time shall be, and hereby is, changed
and reclassified into three fully-paid and nonassessable shares of
common stock, $.001 par value per share, of the Corporation authorized
by such Amendment, with the result that the number of shares of common
stock of the Corporation issued and outstanding immediately prior to
the taking of effect of this Amendment is 5,908,000 shares of common
stock, $.001 par value per share, and the number of shares of common
stock of the Corporation issued and outstanding immediately following
the taking of effect of this Amendment is 17,724,000 shares of common
stock, $.001 par value per share. At any time after this Amendment
becomes effective, each certificate representing any shares of common
stock, $.001 par value per share, of the Corporation outstanding
immediately prior to the taking of effect of this Amendment
(collectively, the "Old Certificates") shall be exchangeable for a
certificate representing shares of common stock, $.001 par value per
share, of the Corporation authorized by such Amendment (collectively,
the "New Certificates"), in the ratio for such reclassification stated
above (i.e., 3:1) through the surrender of such Old Certificates by the
holders of record thereof to the Secretary of this Corporation at the
principal office of the Corporation.
(2) Upon surrender for exchange, by each shareholder of an Old
Certificate, the Corporation shall issue and deliver to each such
shareholder a New Certificate representing three shares of common
stock, $.001 par value per share, of the Corporation for each out share
of common stock, $.001 par value per share, of the Corporation issued
and outstanding immediately prior to the taking of effect of this
Amendment. The reclassification of each one issued and outstanding
share of common stock, $.001 par value per share, of the Corporation
into three shares of common stock, $.001 par value per share, of the
Corporation shall be deemed to occur when this Amendment becomes
effective and neither the surrender of the Old Certificates nor the
issuance of the New Certificates shall be a necessary condition for the
effectiveness of such reclassification. Each Old Certificate shall be
canceled upon its surrender and the issuance of a New Certificate
evidencing such shares as so reclassified. The stated capital of this
Corporation shall increase from $5,908 to $17,724 following the taking
of effect of this Amendment.
THIRD: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows: None.
If these amendments are to have a delayed effective date, please list
that date: Not applicable.
(Not to exceed ninety (90) days from the date of filing)
PANGEA PETROLEUM CORP.
Dated: December 16,1998 By: s/s ROLAND W. FINK
Roland W. Fink, Secretary