Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12G Registration Statement 56 243K
2: EX-3.1 Certificate of Incorporation 2± 14K
11: EX-3.10 Certificate of Incorporation 4 15K
12: EX-3.11 Articles of Incorporation of Global Group Intl. 7 27K
13: EX-3.12 Certificate of Designation, Powers, Prefs and Rts 9 32K
14: EX-3.13 Articles of Amendment -- Pioneer2000 2 15K
15: EX-3.14 Articles of Merger 3 20K
16: EX-3.15 Certificate of Merger 5 22K
17: EX-3.16 Bylaws of the Registrant 15 48K
3: EX-3.2 Articles of Incorporation of Gemma Global, Inc. 3 17K
4: EX-3.3 Reorganization Agreement 5 23K
5: EX-3.4 Certificate of Amendment to Certificate of Inc. 4 20K
6: EX-3.5 Certificate of Ownership and Merger 2 14K
7: EX-3.6 Articles/Certificate of Merger 2 16K
8: EX-3.7 Articles of Incorporation of Gemma Global, Inc. 6 26K
9: EX-3.8 Articles/Certificate of Merger 3 19K
10: EX-3.9 Articles of Amendment to the Articles of Inc. 4 20K
18: EX-4.1 Subordinated Capital Note, Sample Copy 7 34K
19: EX-4.2 Promissory Note 3 22K
20: EX-10.1 Indemnification Agreement With Ed Litwak 8 39K
29: EX-10.10 Assignment of License Agreements 1 11K
30: EX-10.11 Assignment of License 1 12K
21: EX-10.2 Indemnification Agreement With Nicolas Lagano, Jr. 8 39K
22: EX-10.3 Indemnification Agreement With Carol Conners 8 39K
23: EX-10.4 Indemnification Agreement With Michael Haynes 8 39K
24: EX-10.5 Indemnification Agreement With Don Parsons 8 38K
25: EX-10.6 Indemnification Agreement With Dennis Murphy 8 38K
26: EX-10.7 Indemnification Agreement With Edwin Rue 8 38K
27: EX-10.8 License Agreement With Jennifer Gucci 9 41K
28: EX-10.9 License Agreement With Gemma Gucci 9 42K
31: EX-23.1 Accountant's Consent 1 9K
32: EX-27 Financial Data Schedule 1 14K
EX-3.9 — Articles of Amendment to the Articles of Inc.
| EX-3.9 | 1st Page of 4 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
MAR 04 1998
No. C4602-98
/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE
STATE OF NEVADA
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
GEMMA GLOBAL, INC.
Pursuant to the provisions of NRS 78.3904, the undersigned corporation
adopts the following Articles of Amendment to its Articles of Incorporation:
1. The name of the corporation is:
GEMMA GLOBAL, INC.
2. On February 22, 1999, stockholders holding a majority of the voting
power of the corporation, by written consent pursuant to NRS 78.320, adopted the
following amendments to the Articles of Incorporation:
A. The amendment of Article I, to read as follows:
The name of the corporation is PIONEER2000, INC.
The amendment of Article III, to read as follows:
The aggregate number of shares which the corporation shall have
authority to issue is One Hundred Ten Million (110,000,000) shares,
each having a par value of one-tenth of a cent ($.001) per share,
divided into:
10,000,000 Preferred Shares
and
100,000,000 Common Shares
A statement of the preferences, privileges, and
restrictions granted to or imposed upon the
respective classes of shares or the holders thereof
is as follows:
A. Common Shares. The terms of the 100,000,000 Common Shares of
the corporation shall be as follows:
(1) Dividends. Whenever cash dividends upon the Preferred Shares
of all series thereof at the time outstanding, to the extent of the
preference to which such shares are entitled, shall have been paid in
full for all past dividend periods, or declared and set apart
1
for payment, such dividends, payable in cash, stock, or otherwise, as
may be determined by the Board of Directors, may be declared by the
Board of Directors and .paid from time to time to the holders of the
Common Shares out of the remaining net profits or surplus of the
corporation.
(2) Liquidation. In the event of any liquidation, dissolution, or
winding up of the affairs of the corporation, whether voluntary or
involuntary, all assets and funds of the corporation remaining after
the payment to the holders of the Preferred Shares of all series
thereof of the full amounts to which they shall be entitled as
hereinafter provided, shall be divided and distributed among the
holders of the Common Shares according to their respective shares.
(3) Voting rights. Each holder of a Common Share shall have one vote
in respect of each share of such stock held by him. There shall not be
cumulative voting.
B. Preferred Shares. Prior to the issuance of any of the Preferred
Shares, the Board of Directors shall determine the number of Preferred
Shares to then be issued from the Ten Million (10,000,000) shares
authorized, and such shares shall constitute a series of the Preferred
Shares. Such series shall have such preferences, limitations, and
relative rights as the Board of Directors shall determine and.. such
series shall be given a distinguishing designation. Each share of a
series shall have preferences, limitations, and relative rights
identical with those of all other shares of the same series. Except to
the extent otherwise provided in the Board of Directors' determination
of a series, the shares of such series shall have preferences,
limitations, and relative rights identical with all other series of
the Preferred Shares. Preferred Shares may have dividend or
liquidation rights which are prior (superior or senior) to the
dividend and liquidation rights and preferences of the Class B
Preferred Shares. Also, any series of the Preferred Shares may have
voting rights.
C. The amendment of Subparagraph (a) of Article VIII, to read as follows:
2
(a) This corporation shall indemnify any officer or director who was
or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil or
criminal, judicial, administrative or investigative, by reason of the
fact that he/she is or was serving at the request of this corporation
as a director or officer or member of another corporation,
partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees), judgments, fines, and amounts
paid in settlement, actually and reasonably incurred by him/her in
connection with such action, suit or proceeding, including any appeal
thereof, if he/she acted in good faith or in a manner he/she
reasonably believed to be in, or not opposed to, the best interests of
this corporation, and with respect to any criminal action or
proceeding, if he/she had no reasonable cause to believe his/her
conduct was unlawful. However, with respect to any action by or in the
right of this corporation to procure a judgment in its favor, no
indemnification shall be made in respect of any claim, issue, or
matter as to which such person is adjudged liable for negligence or
misconduct in the performance of his/her duty to the corporation
unless, and only to the extent that, the .court in which such action
or suit, was brought determines, on application, that despite the
adjudication of liability, such person is fairly and reasonably
entitled to indemnity in view of all the circumstances of the case.
Termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or in a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the party
did not meet the applicable standard of conduct. Indemnification
hereunder may be paid by the corporation in advance of the final
disposition of any action, suit or proceeding, on a preliminary
determination that the director, officer, employee or agent met the
applicable standard of conduct.
IN WITNESS WHEREOF, the undersigned, for the purpose of amending the
Articles of Incorporation of Gemma Global, Inc.
3
pursuant to Chapter 78 of the Nevada Corporation Laws, have hereunto duly
executed these Articles of Amendment to the Articles of Incorporation to be
filed in the Office of the Secretary of State of the State of Nevada for the
purposes therein set forth this 1st day of March, 1999.
GEMMA GLOBAL, INC.
ATTEST:
/s/ Edward E. Litwak
---------------------
Edward E. Litwak, President
/s/ Robert Stulman
------------------
Secretary
ACKNOWLEDGMENT
STATE OF CALIFORNIA :
:ss
COUNTY OF SAN DIEGO :
ACKNOWLEDGEMENT
Personally appeared before me, a notary public to and for said County
and State, Edward E. Litwak, known to me or duly proved to me, who stated that
he was the President of Gemma Global, Inc., a Nevada corporation, and he
acknowledged that he had executed the Articles of Amendment on behalf of such
corporation for the purposes stated therein.
/s/ Walter Beerle Jr.
---------------------
My Commission Expires: June 23, 2002
WALTER BEERLE JR.
Commission # 1185038
Notary Pubic California
San Diego County
My Commission Expires June 23, 2002
4
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘10SB12G’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 6/23/02 | | 4 | | | | | None on these Dates |
| Filed on: | | 12/13/00 |
| | 2/22/99 | | 1 |
| List all Filings |
↑Top
Filing Submission 0001089355-00-000570 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Tue., Apr. 30, 9:55:11.1am ET 