Exhibit 3.1
RESTATED ARTICLES OF INCORPORATION
OF
GRAND SLAM TREASURE, INC.
We, the undersigned President and Secretary of Grand Slam Treasures, Inc.
do hereby certify:
That the board of directors and majority shareholders of said corporation
have by written consent, adopted resolutions to amend and restate the
Articles of Incorporation, and
That the number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 30,907,929; that
said amendments have been consented to and approved by a majority vote of
the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon, and
That the primary purpose of the amendments is to change the name of the
corporation to Asconi Corporation; reverse split the common stock on a
1:100 basis; re-authorize 100,000,000 common shares and re-authorize the
par value of $.001 per common share authorize 5,000,000 shares of preferred
stock; $.001 par value and change the director.
That the text of Articles of Incorporation as amended to date reads as
herein set forth in full:
ARTICLE I
NAME
----
The name of the corporation (hereinafter called "Corporation") is Asconi
Corporation.
ARTICLE II
PERIOD OF DURATION
------------------
The period of duration of the Corporation is perpetual.
ARTICLE III
PURPOSES AND POWERS
-------------------
The purpose for which this Corporation is organized is to engage in any and
all lawful businesses.
ARTICLE IV
CAPITALIZATION
--------------
The total number of shares of stock which the Corporation has the authority
to issue following a 1:100 reverse split in ten million (1,000,000) shares of
Common Stock having a par value of $.00001 per share. The Articles are hereby
amended to re-authorize one-hundred million (100,000,000) shares of Common Stock
having a par value of $.001 per share and 5,000,000 shares of Preferred Stock
having a par value of $.001 per share.
ARTICLE V
REGISTERED OFFICE AND AGENT
---------------------------
The name and address of the corporation's registered agent and address is
The Corporation Trust Company of Nevada, 6100 Neil Road, No. 500, Reno, Nevada
89511.
ARTICLE VI
DIRECTORS
---------
The Corporation shall be governed by a Board of Directors consisting of
such number of directors as shall be fixed the Corporation's bylaws. The number
of directors constituting the current board of directors of the corporation is
one and the name and address of the director is as follows:
Name Address
---- -------
Larry Eastland 222 East State Street
Eagle, ID 83616
Robert Klosterman 222 East State Street
Eagle, ID 83616
ARTICLE VII
DENIAL OF PREEMPTIVE RIGHTS
---------------------------
There shall be no preemptive right to acquire unissued and/or treasury
shares of the stock of the Corporation.
ARTICLE VIII
LIABILITY OF OFFICERS AND DIRECTORS
-----------------------------------
A director or officer of the Corporation shall not be liable to the
Corporation or its shareholders for damages for breach of fiduciary duty as a
director or officer unless the act or omission involves intentional misconduct,
fraud, a knowing violation of law or the payment of an unlawful dividend in
violation of NRS 78.300.
ARTICLE IX
INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
The Corporation shall indemnify any and all persons who may serve or who
have served at any time as directors or officers or who, at the request of the
Board of Directors of the Corporation, may serve or at any time have served as
directors or officers of another corporation in which the Corporation at such
time owned or may own shares or stock or of which it was or may be a creditor,
and their respective heirs, administrators, sucessors and assigns, against any
and all expenses, including amounts paid upon judgments, counsel fees and
amounts paid in settlement (before or after suit is commenced), actually and
necessarily by such persons in connection with the defense or settlement of any
claim, action, suit or proceeding in which they, or any of them, are made
parties, or a party, or which may be asserted against them or any of them, by
reason of being or having been directors or officers of the Corporation, or of
such other corporation, except in relation to matters as to which any such
director or officer of the Corporation, or such other corporation or former
director or officer or person shall be adjudged in any action, suit or
proceeding to be liable for his own negligence or misconduct in the performance
of his duty. Such indemnification shall be in addition to any other rights to
which those indemnified may be entitled under any law, by law, agreement, vote
of shareholder or otherwise.
DATED this 4/th/ day of April 2001.
ASCONI CORPORATION
formerly Grand Slam Treasures, Inc.
/S/ Larry Eastland
------------------
Larry Eastland
President
Attest:
/S/ Robert Klosterman
- ---------------------
Robert Klosterman
STATE OF TEXAS (S)
(S)
COUNTY OF HARRIS_________ (S)
On April 4, 2001 personally appeared before me, a Notary Public, Larry
Eastland, who acknowledged that he executed the above document in his capacity
as President of Grand Slam Treasures, Inc. formerly Parks Americal Inc.
[STAMP] /s/ Andrea Walker
--------------------------
Notary Public
STATE OF TEXAS (S)
(S)
COUNTY OF HARRIS (S)
On April 4, 2001 personally appeared before me, a Notary Public, Robert
Klosterman, who acknowledged that he executed the above document in his capacity
as Secretary of Grand Slam Treasures, Inc. formerly Parks Americal Inc.
[STAMP] /s/ Andrea Walker
--------------------------
Notary Public