EXHIBIT 3.1
DEAN HELLER
Secretary of State
Entity #
204 North Carson Street, Suite 1 C18044-2003
Carson City, Nevada 89701-4299 Document Number:
(775) 684-5708 20050534242-57
Website: secretaryofstate.biz Date Filed:
11/4/2005 4:07:08 PM
In the office of
Dan Heller
Secretary of State
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Certificate of Amendment
(PURSUANT TO NRS 78.385 and 78.390)
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Above space is for office use only
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:
Manu Forti Group Inc.
2. The articles have been amended as follows (provide article numbers, if
available):
Article I is amended as follows: The name of the Corporation is: UPSNAP, INC.
Article IV is amended as follows: See Attachment A
3. The vote by which the stockholders holding share 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:
4. Effective date of filing (optional):
5. Officer Signature (required): _______________________________________________
*If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the alternative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.
ATTACHMENT A
ARTICLE IV. The authorized capital stock of this Corporation is 97,500,000
shares of common stock with full voting rights and with a par value of $.001 per
share.
Forward Split. Every one share of the Corporation's common stock, par value
$.001 per share (the "Old Common Stock"), issued and outstanding immediately
prior to October 6, 2005, will be automatically reclassified as and converted
into one and three tenths share of common stock, par value $.001 per share, of
the Corporation (the "New Common Stock"). Notwithstanding the immediately
preceding sentence, no fractional shares of New Common Stock shall be issued to
the holders of record of Old Common Stock in connection with the foregoing
reclassification of shares of Old Common Stock. In lieu thereof, the Corporation
shall, round up any fractional shares to the nearest whole share. Each stock
certificate that, immediately prior to October 6, 2005, represented shares of
Old Common Stock shall, from and after October 6, 2005, automatically and
without the necessity of presenting the same for exchange, represent that number
of whole shares of New Common Stock into which the shares of Old Common Stock
represented by such certificate shall have been reclassified, provided, however,
that each holder of record of a certificate that represented shares of Old
Common Stock shall receive, upon surrender of such certificate, a new
certificate representing the number of whole shares of New Common Stock into
which the shares of Old Common Stock represented by such certificate shall have
been reclassified.