EXHIBIT 3.1a
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
FOR NEVADA PROFIT CORPORATIONS
(Pursuant to NRS 78.385 and 78.390 - After issuance of Stock)
1. Name of corporation: Whistler Investments, Inc.
2. The articles have been amended as follows: Article III of the Articles of
Incorporation of the corporation is deleted in its entirety and the following is
substituted therefor:
" Article III
(a) The corporation shall have authority to issue a total of
Ninety-Five Million (95,000,000) shares, of which Ninety Million
(90,000,000) shares shall be Common Stock, par value $.001 per share
(the "Common Stock"), and Five Million (5,000,000) shares shall be
Preferred Stock, par value $.001 per share (the "Preferred Stock").
(b) Shares of the Preferred Stock may be issued from time to
time in series, and the Board of Directors is authorized, subject to
the limitations provided by law, to establish and designate one or more
series of the Preferred Stock, to fix the number of shares constituting
each series, and to fix the designations and rights, preferences and
limitations of each series and the variations and relative rights,
preferences and limitations as between series, and to increase and to
decrease the number of shares constituting each series. The authority
of the Board of Directors with respect to each series shall include,
but shall not be limited to, the authority to determine the following:
(i) the designation of such series;
(ii) the number of shares initially constituting such
series and any increase or decrease (to a number not less than
the number of outstanding shares of such series) of the number
of shares constituting such series theretofore fixed;
(iii) the rate or rates at which dividends on the
shares of such series shall be paid, including, without
limitation, any methods or procedures for determining such
rate or rates, and the conditions on, and the times of, the
payment of such dividends, the preference or relation that
such dividends shall bear to the dividends payable on any
other class or series of stock of the Corporation, and whether
or not such dividends shall be cumulative and, if so, the date
or dates from and after which they shall accumulate;
(iv) whether or not the shares of such series shall
be redeemable, and, if so, the terms and conditions of such
redemption, including, without limitation, the date or dates
on or after which such shares shall be redeemable and the
amount per share that shall be payable on such redemption,
which amount may vary under different conditions and at
different redemption dates;
(v) the rights to which the holders of the shares of
such series shall be entitled on the voluntary or involuntary
liquidation, dissolution or winding up or on any distribution
of the assets, of the Corporation, which rights may be
different in the case of a voluntary liquidation, dissolution
or winding up than in the case of such an involuntary event;
(vi) whether or not the shares of such series shall
have voting rights in addition to the voting rights provided
by law and, if so, the terms and conditions thereof,
including, without limitation, the right of the holders of
such shares to vote as a separate class, either alone or with
the holders of shares of one or more other series of the
Preferred Stock and the right to have more than one vote per
share;
(vii) whether or not a sinking fund or a purchase
fund shall be provided for the redemption or purchase of the
shares of such series and, if so, the terms and conditions
thereof;
(viii) whether or not the shares of such series shall
be convertible into, or changeable for, shares of any other
class or series of the same or any other class of stock of the
Corporation and, if so, the terms and conditions of conversion
or exchange, including, without limitation, any provision for
the adjustment of the conversion or exchange rate or the
conversion or exchange price; and
(ix) any other relative rights, preferences and
limitations.
All capital stock when issued shall be fully paid and non-assessable.
No holder of shares of capital stock of the corporation shall be entitled as
such to any pre-emptive or preferential rights to subscribe to any unissued
stock, or any other securities which the corporation may now or hereafter be
authorized to issue.
The corporation's capital stock may be issued and sold from time to
time for such consideration as may be fixed by the Board of Directors, provided
that the consideration so fixed is not less than par value.
Holders of the corporation's Common Stock shall not possess cumulative
voting rights at any stockholders meetings called for the purpose of electing a
Board of Directors or on other matters brought before stockholders meetings,
whether they be annual or special."
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: 11,662,595 shares voted
in favor of the amendment out of 19,799,683 shares outstanding and entitled to
vote.
4. Officer Signature: /s/ Holly Roseberry 10-27-04
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Holly Roseberry, President and Chief
Executive Officer