EXHIBIT 1.2
I CERTIFY THIS IS A COPY OF A
DOCUMENT FILED ON FORM 19
SEP 11 2000 (Section 343)
COMPANY ACT
/s/ JOHN S. POWELL
12 JOHN S. POWELL
REGISTRAR OF COMPANIES Special Resolution Certificate of
PROVINCE OF BRITISH COLOMBIA Incorporation No. 428549
The following special resolution was passed by the company referred to below on
the date stated:
Name of company: Coast Falcon Resources Ltd.
Date resolution passed: September 6, 2000
Resolution:
"CHANGE OF NAME
RESOLVED, AS A SPECIAL RESOLUTION, THAT:
1. pursuant to section 223(1) of the Company Act (British Columbia),
the name of the Company be changed from Coast Falcon Resources Ltd.
to inside Holdings Inc.; and
2. the Memorandum of the Company be altered to reflect the change of
name of the Company from Coast Falcon Resources Ltd. to Inside
Holdings Inc.
CONSOLIDATION OF SHARE CAPITAL
RESOLVED, AS A SPECIAL RESOLUTION, THAT:
1. pursuant to section 231(l) of the Company Act (British Columbia), all
of the 50,000,000 Common Shares without par value, both issued and
unissued, be consolidated into 50,000 Common Shares without par value,
every 1,000 of such shares before consolidation being consolidated
into one share with all fractions being rounded down and no payment
being required to be made in respect thereof by the Company;
2. that paragraph 2 of the Memorandum of the Company be altered to read
as follows:
'2. The authorized capital of the Company consists of 50,000 Common
Shares without par value.'.
3. the directors of the Company be authorized not to proceed with the
consolidation at any time if, in their sole discretion, they believe
it is not in the best interest of the Company.
SUBDIVISION OF SHARE CAPITAL
RESOLVED, AS A SPECIAL RESOLUTION, THAT:
1. pursuant to section 231(1) of the Company Act (British Columbia), all
of the 50,000 Common Shares without par value, both issued and
unissued, be subdivided into 5,000,000 Common Shares without par
value, every one of such shares before subdivision being subdivided
into 100 shares;
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2. that paragraph 2 of the Memorandum of the Company be altered to read
as follows:
'2. The authorized capital of the Company consists of 5,000,000
Common Shares without par value.'.
3. the directors of the Company be authorized not to proceed with the
subdivision at any time if, in their sole discretion, they believe it
is not in the best interest of the Company.
INCREASE IN AUTHORIZED CAPITAL
RESOLVED, AS A SPECIAL RESOLUTION, THAT:
1. pursuant to section 230(1) of the Company Act (British Columbia), the
authorized capital of the Company be increased from 5,000,000 Common
Shares without par value to 100,000,000 Common Shares without par
value by creating an additional 95,000,000 Common Shares without par
value; and;
2. that paragraph 2 of the Memorandum of the Company, in the form
attached hereto as Schedule "A", be altered to read as follows:
'2. The authorized capital of the Company consists of 100,000,000
Common Shares without par value.'"
Certified a true copy this 8th day of September, 2000.
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(Signature) /s/ Paul A. Visosky
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(Relationship company) Solicitor
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SCHEDULE
MEMORANDUM
Of
INSIDE HOLDINGS INC.
(as altered by a Special Resolution
dated the 6th day of September, 2000)
1. The name of the Company is "Inside Holdings Inc.";
2. The authorized capital of the Company consists of 100,000,000 Common
Shares without par value.
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