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State Of Nevada [Seal] Department Of State
I, FRANKIE SUE DEL PAPA, Secretary of State of the State of Nevada, do
hereby certify that VENTURECAP, INC. did on the FOURTEENTH day of MAY, 1987,
file in this office the original Articles of Incorporation; that said Articles
are now on file and of record in the office of the Secretarey of State of the
State of Nevada, and further, that said Articles contain all the statements of
facts required by the law of said State of Nevada.
IN WITNESS WHEREOF, I have set my hand and affixed the Great Seal of State,
at my office in Carson City, Nevada, this FOURTEENTH day of MAY, A.D. 1987.
[SEAL]
/S/ Frankie Sue Del Papa
------------------------
Secretary of State
By /S/ Nancy [Illegible]
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Deputy
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SECRETARY OF STATE
STATE OF NEVADA
MAY 14, 1987
FRANKIE SUE DEL PAPA SECRETARY OF STATE
/S/Frankie Sue Del Papa
No. 3690 - 87
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ARTICLES OF INCORPORATION
OF
VENTURECAP, INC.
I. NAME The name of the corporation is:
VENTURECAP, INC.
II. PRINCIPAL OFFICE: The location of the principal office of this corporation
within the State of Nevada is located at: c/o Lloyd G. Hollis, 3751 So. Nellis
Blvd. Space 310, Las Vegas, Nevada 89121.
III. PURPOSE: The purpose for which this corporation is formed is to engage in
any lawful activity.
IV. AUTHORIZATION OF CAPITAL STOCK : The amount of the total authorization of
capital stock of the corporation shall be TWENTY THOUSAND DOLLARS ($20,000.00),
consisting of twenty Million (20,000,000) shares of common stock with a par
value of ONE TENTH OF ONE CENT ($0.001) per share.
V. INCORPORATORS: The names and addresses of each of the incorporators signing
these Articles of Incorporation are as follows:
1. James E. Glavas, 6640 So. 2475 East Salt Lake City, Utah 84121.
2. Bonnie Hollis, 3633 So. 3325 West, West Valley City, Utah 84119.
3. Lloyd G. Hollis, 3751 So. Nellis Blvd. Space 310, Las Vegas, Nevada
89121
VI. DIRECTORS: The governing board of this corporation shall be known as
directors and the number of directors may from time to time be increased or
decreased in such manner as shall be specified by the bylaws of the corporation;
provided, however, the number of directors shall not be reduced to less than
three (3).
The names and addresses of the Directors comprising the first Board of
Directors are as follows:
1. James E. Glavas, 6640 So. 2475 East Salt Lake City, Utah 84121.
2. Bonnie Hollis, 3633 So. 3325 West, West Valley City, Utah 84119.
3. Lloyd G. Hollis, 3751 So. Nellis Blvd. Space 310, Las Vegas, Nevada
89121.
The name and residence address within the State of Nevada of this
corporation's initial resident agent shall be: Lloyd G. Hollis, 3751 So. Nellis
Blvd. Space 310, Las Vegas, Nevada 89121.
VII. STOCK NON-ASSESSABLE: The capital stock or the holders thereof, after the
amount of the subscription price has been paid in, shall not be subject to any
assessment whatsoever to pay the debts of the corporation.
VIII. TERM OF EXISTENCE: This corporation shall have perpetual existence.
IX. CUMULATIVE VOTING: No cumulative voting shall be permitted in the election
of Directors.
X. PREEMPTIVE RIGHTS: Stockholders shall not be entitled to preemptive rights.
XI. The directors of the corporation above named, and their duly elected and
qualified successors shall have the unqualified right of adoption of and
subsequent revision or amendment to the by-laws of this corporation, without
resort to approval thereof by shareholders of this corporation.
XII. The directors of the corporation above named, and their duly elected and
qualified successors shall have the unqualified right to authorize and issue
other and additional classes of stock of this corporation in addition to those
herein provided, without resort approval thereof by the shareholders of this
corporation.
IN WITNESS WHEREOF, we have hereunto set our hands and seals this 30th day
of Dec. 1986.
/S/ James E. Glavas
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JAMES E. GLAVAS
/S/ Bonnie Hollis
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BONNIE HOLLIS
/S/ Lloyd G. Hollis
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LLOYD G. HOLLIS
STATE OF UTAH )
) ss.
COUNTY OF SALT LAKE )
On this 30th day of Dec. 1986 , before me, a Notary Public, personally
appeared James E. Glavas and Bonnie Hollis who acknowledge they executed the
above instrument.
/S/ JOAN M. NORTH
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Notary Public
[SEAL] NOTARY PUBLIC
STATE OF NEVADA
County of Clark
JOAN M. NORTH
My Appointment Expires Jan. 22, 1989
STATE OF NEVADA )
) ss
COUNTY OF CLARK )
On this 30 day of December, 1986, before me, a Notary Public, personally
appeared Lloyd G. Hollis who acknowledged he executed the above instrument.
/S/ JOAN M. NORTH
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Notary Public
[SEAL] NOTARY PUBLIC
STATE OF NEVADA
County of Clark
JOAN M. NORTH
My Appointment Expires Jan. 22, 1989
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FILED
IN THE OFFICE OF THE
SECRETARY OF STATE
STATE OF NEVADA
JUL 11, 1995
No. 3690 - 87
/S/ [ILLEGIBLE]
[ILLEGIBLE] SECRETARY OF STATE
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CERTIFICATE OF AMENDMENT TO
ARTICLES OF INCORPORATION OF
VENTURECAP, INC.
THE UNDERSIGNED President and Secretary of Venturecap, Inc., of the
corporation, pursuant to the provisions of Sections 78.385 and 78.390 of the
Nevada Revised Statutes, for the purpose of amending the Articles of
Incorporation of said Corporation, do hereby certify as follows:
That the shareholders of said Corporation at its Special Meeting in Lieu of
Annual Meeting of Shareholders duly convened and held on the 5th day of July,
1995, adopted a resolution to amend the Articles of Incorporation of the
Corporation as follows:
FIRST: Article IV shall be amended to read as follows:
"IV. Authorization of Capital Stock: The aggregate number of shares which the
Corporation will have authority to issue is One Hundred Million (100,000,000)
shares of common stock, par value $.001 per share, each share of common stock
having equal rights and preferences; and Ten Million (10,000,000) shares of
preferred stock, par value $.001 per share, which shares of preferred stock may
be issued in various series and with terms, rights, voting privileges and
preferences to be determined by the Board of Directors at the time of issuance."
The foregoing amendment to the Articles of Incorporation was duly adopted
by the shareholders of the Corporation on the 5th day of July, 1995.
At the date of the Meeting of Shareholders, the number of shares of the
Corporation's common stock outstanding and entitled to vote on the foregoing
amendment to the Articles of Incorporation was 955,450. A total of 765,550
shares voted FOR the aforesaid amendment (representing approximately 80% of the
issued and outstanding shares of the Corporation) and -0- shares voted AGAINST
such amendment.
DATED this 5th day of July, 1995.
The undersigned President and Secretary of the Corporation hereby declare
that the foregoing Certificate of Amendment To The Articles of Incorporation is
true and correct to the best of their knowledge and belief.
STATE OF UTAH )
) ss.
COUNTY OF SALT LAKE )
- ------------------------------------ /S/ Linda Fredrickson
[SEAL] Notary Public -----------------------------
LINDA FREDRICKSON Notary Public
751 West 300 South
Salt Lake City, Utah 84104 Residing at Salt Lake City, Utah
My Commission Expires
August 26, 1996
State Of Utah
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My Commission Expires:
AUG. 25, 1998
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On this 6th day of July, 1995, before me, the undersigned, a Notary Public,
in and for said State, personally appeared James R. Glavas and Don Danielsen ,
who first being duly sworn, did each hereby affirm that they are the President
and Secretary, respectively of Venturecap, Inc., a Nevada corporation, and that
they did execute the foregoing Amendment to the Articles of Incorporation on
behalf of said Corporation and that such instrument was executed pursuant to a
resolution of the Board of Directors and ratified by more that a 50% majority of
the issued and outstanding shares of the Corporation's common stock.
- ------------------ /S/ James R. Glavas
RECEIVED -----------------------------
JUL 11 1995 JAMES R. GLAVAS, President
[ILLEGIBLE]
SECRETARY OF STATE /S/ Don Danielsen
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DON DANIELSEN, Secretary
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RECEIVED
JUL 11 1995
[ILLEGIBLE]
SECRETARY OF STATE
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FILED
IN THE OFFICE OF THE
SECRETARY OF STATE
STATE OF NEVADA
JUL 18, 1995
/S/ [ILLEGIBLE]
[ILLEGIBLE] SECRETARY OF STATE
No. 3690 - 87
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ARTICLES OF MERGER
OF
FiberCore Incorporated,
a Nevada Corporation
Into
Venturecap, Inc.,
A Nevada Corporation
THE UNDERSIGNED, as the President and the Secretary of Venturecap, Inc., a
Nevada corporation (the "Surviving Corporation"), as and for the purpose of
complying with the provisions of Nevada Revised Statutes ("NRS") Sections 78.451
et seq., and in order to effectuate the merger of FiberCore Incorporated, a
Nevada Corporation into Venturecap, Inc., a Nevada Corporation, hereby certifies
as follows:
1. The name of the Constituent Corporation is FiberCore Incorporated and
its place of incorporation was the State of Nevada. The name of the Surviving
Corporation is Venturecap, Inc. and its place of incorporation was also the
State of Nevada.
2. A plan of merger has been adopted by the Board of Directors of each
corporation that is a party to this merger.
3. The plan of merger was submitted by the Board of Directors of the
Surviving Corporation to is stockholders pursuant to the Nevada Revised
Statutes. Of the 955,451 outstanding shares of Venturecap common stock, par
value, $.001 per share at the time of the vote, all were entitled to vote on the
plan of the merger, 765,550 were represented at the shareholders meeting,
765,550 shares were voted in favor of the plan of merger and 0 shares were voted
against the plan and the number of votes cast in favor of the plan was
sufficient for approval of the plan of merger.
4. The plan of merger was submitted by the Board of Directors of the
Constituent Corporation to its stockholders pursuant to the Nevada Revised
Statutes. Of the 6,605,277 outstanding shares of FiberCore common stock, par
value, $.01 per share, holders representing 5,333,334 shares agreed to the plan
of merger by written consent, and the consent of such stockholders was
sufficient for approval.
4. The Articles of Incorporation of the Surviving Corporation are hereby
amended as follows:
Article 1 of the Articles of Incorporation is deleted in its entirety and
replaced by the following:
The Name of the Corporation is FiberCore, Inc.
5. A complete executed plan of merger is on file at the office of the
registered agent of the Surviving Corporation which is hereby changed to be:
Corporation Trust Company
One East 1st Street, Suite 1600
Reno, Nevada 89501
Formerly the registered agent was:
Broadmoor Associates, Inc.
3916 Orville Circle
Las Vegas, Nevada 89108
6. A copy of the plan of merger will be furnished by the Surviving
Corporation on request and without any cost to any stockholder of any
corporation which is a party to this merger.
7. The effective date of the merger is the date upon which these Articles
of Merger are filed in the Office of the Secretary of State of the State of
Nevada.
IN WITNESS WHEREOF, we have set forth our hands as of the 18th day of July,
1995.
VENTURECAP, INC
By__________________
Name:
Title: President
By__________________
Name:
Title: Secretary
FIBERCORE, INCORPORATED
By /S/ Mond Aslami
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Name: MOND ASLAMI
Title: President
By /S/ Charles De Luca
-----------------------
Name: CHARLES DE LUCA
Title: Secretary
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[ILLEGIBLE]
JUL 18 1995
[ILLEGIBLE]
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IN WITNESS WHEREOF, we have set forth our hands as of the 18 day of July,
1995.
VENTURECAP, INC
By /S/ James R. Glavas
----------------------
Name:
Title: President
By /S/ Don Danielsen
----------------------
Name:
Title: Secretary
FIBERCORE INCORPORATED
By__________________
Name:
Title: President
By__________________
Name:
Title: Secretary
THE CORPORATION TRUST COMPANY OF NEVADA hereby accepts the appointment as
Resident Agent of FIBERCORE, INC.
Date: July 12, 1995
THE CORPORATION TRUST COMPANY OF NEVADA
Resident Agent
By /S/ Timothy E. Carlson
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TIMOTHY E. CARLSON
ASSISTANT SECRETARY
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RECEIVED
JUL 18 1995
[ILLEGIBLE]
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STATE OF UTAH )
) ss
COUNTY OF SALT LAKE )
On this 18 day of July, 1995, before me, the undersigned, a Notary Public,
in and for said State, personally appeared James R. Glavas and Don Danielsen,
who first being duly sworn, did each hereby affirm that they are the President
and Secretary, respectively of Venturecap, Inc., a Nevada corporation, and that
they did execute the forgoing Article of Merger on behalf of said Corporation
and that such instrument was executed pursuant to a resolution on the Board of
Directors and ratified by more than 50% majority of the issued and outstanding
shares of the Corporation's common stock.
/S/ Kelly A. Henderson
-----------------------------
Notary Public
Residing at Salt Lake City, Utah
My Commission Expires:
JAN-25-1999
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[SEAL] Notary Public
/S/ KELLY A. HENDERSON
455 South 300 East ____
Salt Lake City, Utah 84111
My Commission Expires
January 5, 1999
State Of Utah
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RECEIVED
JUL 18 1995
[ILLEGIBLE]
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