Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12G Marwich Ii, Ltd. - Form 10SB12G 32± 145K
2: EX-1 Ex 1.1 - Articles of Incorporation 4± 16K
3: EX-1 Ex 1.2 - Articles of Reinstatement 3± 14K
4: EX-1 Ex 1.3 - Certificate of Amendment 5± 19K
5: EX-1 Ex 1.4 - Certificate of Amendment 2± 9K
6: EX-1 Ex 1.5 - Certificate of Amendment 2± 10K
7: EX-1 Ex 1.6 - Certificate of Amendment 3± 13K
8: EX-2 Ex 2.1 - Bylaws 9± 36K
9: EX-23 Ex 23.1 - Consent of Miller and McCollum 1 6K
EX-1 — Ex 1.5 – Certificate of Amendment
EXHIBIT 1.5
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
MARWICH II, LTD.
Pursuant to the provisions of the Colorado Corporation Code, Marwich II,
Ltd. adopts the following Articles of Amendment to its Articles of
Incorporation:
I.
The name of the Corporation is: Marwich II, Ltd.
II.
The following amendments to the Articles of Incorporation of the
Corporation were adopted by the shareholders of the Corporation effective May
3, 1985:
Article 5 is amended to read as follows:
Shares
A. Authorized Common Shares. The aggregate number of shares of common
stock which the Corporation shall have authority to issue is Twenty Million
(20,000,000) shares which shall have no par value.
B. Authorized Preferred Shares. The aggregate number of shares of
preferred stock which the Corporation shall have authority to issue is One
Million (1,000,000) shares which shall have $.01 par value, and the rights and
preferences of such shares shall be fixed and determined by resolution of the
Board of Directors.
C. Transfer Restrictions. The Corporation shall have the right to
impose restrictions upon the transfer of any of its authorized shares or any
interest therein. The Board of Directors is hereby authorized on behalf of
the Corporation to exercise the Corporation's right so to impose such
restrictions, whether by provision in the By-Laws or otherwise.
D. Cumulative Voting. Cumulative voting of shares shall not be allowed
in the election of directors.
E. Denial of Pre-emptive Rights. No shareholder of the Corporation
shall be entitled as of right to acquire additional unissued or treasury
shares of the Corporation or securities convertible into shares or carrying
stock purchase warrants or privileges.
III.
The Corporation has two classes of shares, Preferred Stock (non-voting)
and Common Stock (voting). The number of shares of Common Stock of the
Corporation outstanding and entitled to vote at the time of the adoption of
these Articles of Amendment was 233,207,700. The number of shares voting in
favor of the adoption of the Articles of Amendment was 233,207,700, and the
number of shares voting against such adoption was none.
IV.
The Adoption of Articles of Amendment does not effect a change in the
amount of the present stated capital of the Corporation.
IN WITNESS WHEREOF, Marwich II, Ltd. hereby executes these Articles of
Amendment to its Articles of Incorporation on May 4, 1985.
MARWICH II, LTD.
By: /s/ Michael R. Deans
Michael R. Deans, President
Verified by: /s/ Marq J. Warner
Marq J. Warner, Secretary
STATE OF COLORADO )
) ss.
COUNTY OF ARAPAHOE )
I, Leigh K. McDonnell, a Notary Public, hereby certify that Michael R.
Deans and Marq J. Warner personally appeared before me, who being by me first
duly sworn, declared that they are the persons who signed the foregoing
Articles of Amendment to Articles of Incorporation and that the statements
therein contained are true.
In witness whereof, I have hereunto set my hand and seal this 8th day of
May, 1985.
My commission expires: August 8, 1987
(SEAL) /s/ Leigh K. McDonnell
Notary Public
Address: 12150 E. Briarwood Ave #201
Englewood, Colorado 80112
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