Annual Report — Small Business — Form 10-KSB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10KSB Annual Report -- Small Business 69 351K
2: EX-2.1 Plan of Reorganization 8 56K
3: EX-3.1 Articles of Incorporation 4 32K
4: EX-3.2 Articles of Incorporation 1 17K
5: EX-3.3 Articles of Incorporation 16 75K
6: EX-3.4 By-Laws 18 86K
7: EX-10.1 Material Contracts 58 245K
16: EX-10.10 Material Contracts 18 76K
17: EX-10.11 Material Contracts 4 30K
18: EX-10.12 Material Contracts 4 30K
19: EX-10.13 Material Contracts 4 30K
20: EX-10.14 Material Contracts 4 30K
21: EX-10.15 Material Contracts 4 30K
22: EX-10.16 Material Contracts 4 31K
23: EX-10.17 Material Contracts 4 30K
24: EX-10.18 Material Contracts 17 66K
25: EX-10.19 Material Contracts 4 30K
8: EX-10.2 Material Contracts 13 53K
26: EX-10.20 Material Contracts 4 30K
27: EX-10.21 Material Contracts 4 30K
28: EX-10.22 Material Contracts 4 30K
29: EX-10.23 Material Contracts 4 30K
30: EX-10.24 Material Contracts 4 30K
31: EX-10.25 Material Contracts 4 30K
32: EX-10.26 Material Contracts 3 26K
33: EX-10.27 Material Contracts 3 27K
34: EX-10.28 Material Contracts 4 30K
35: EX-10.29 Material Contracts 4 30K
9: EX-10.3 Material Contracts 30 127K
36: EX-10.30 Material Contracts 4 30K
37: EX-10.31 Material Contracts 4 30K
38: EX-10.32 Material Contracts 4 30K
39: EX-10.33 Material Contracts 4 30K
40: EX-10.34 Material Contracts 4 30K
41: EX-10.35 Material Contracts 4 31K
42: EX-10.36 Material Contracts 4 31K
43: EX-10.37 Material Contracts 4 30K
44: EX-10.38 Material Contracts 2 22K
45: EX-10.39 Material Contracts 3 26K
10: EX-10.4 Material Contracts 30 126K
46: EX-10.40 Material Contracts 3 26K
47: EX-10.41 Material Contracts 3 27K
48: EX-10.42 Material Contracts 1 19K
49: EX-10.43 Material Contracts 18 82K
50: EX-10.44 Material Contracts 16 77K
51: EX-10.45 Material Contracts 13 55K
52: EX-10.46 Material Contracts 8 38K
53: EX-10.47 Material Contracts 30 110K
54: EX-10.48 Material Contracts 17 75K
55: EX-10.49 Material Contracts 17 81K
11: EX-10.5 Material Contracts 10 40K
56: EX-10.50 Material Contracts 3 23K
57: EX-10.51 Material Contracts 6 33K
58: EX-10.52 Material Contracts 3 29K
59: EX-10.53 Material Contracts 80± 299K
60: EX-10.54 Material Contracts 9 51K
12: EX-10.6 Material Contracts 10 40K
13: EX-10.7 Material Contracts 8 45K
14: EX-10.8 Material Contracts 7 36K
15: EX-10.9 Material Contracts 12 59K
61: EX-21.1 Subsidiaries 1 14K
62: EX-27 Financial Data Schedule 1 16K
EX-3.1 — Articles of Incorporation
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Exhibit 3.1
ARTICLES OF INCORPORATION
OF
BOULDER CAPITAL OPPORTUNITIES, INC.
The undersigned, who, if a natural person, is eighteen years of age or
older, hereby establishes a corporation pursuant to the Colorado Business
Corporation Act as amended and adopts the following Articles of Incorporation:
FIRST: The name of the corporation is Boulder Capital Opportunities,
Inc.
SECOND: The corporation shall have and may exercise all of the rights,
powers and privileges now or hereafter conferred upon corporations organized
under the laws of Colorado. In addition, the corporation may do everything
necessary, suitable or proper for the accomplishment of any of its corporate
purposes. The corporation may conduct part or all of its business in any part of
Colorado, the United States or the world and may hold, purchase, mortgage, lease
and convey real and personal property in any of such places.
THIRD: The aggregate number of shares which the corporation shall have
authority to issue is one hundred ten million (110,000,000) shares of which a
portion shall be common stock and a portion shall be preferred stock, all as
described below.
A. Common Stock. The aggregate number of common shares which the
corporation shall have the authority to issue is one hundred million
(100,000,000), which shares shall be designated "Common Stock." Subject to all
the rights of the Preferred Stock as expressly provided herein, by law or by the
Board of Directors pursuant to this Article, the Common Stock of the corporation
shall possess all such rights and privileges as are afforded to capital stock by
applicable law in the absence of any express grant of rights or privileges in
these Articles of Incorporation, including, but not limited to, the following
rights and privileges:
(a) dividends may be declared and paid or set apart for
payment on the Common Stock out of any assets or funds
of the corporation legally available for the payment of
dividends;
(b) the holders of Common Stock shall have unlimited voting
rights, including the right to vote for the election of
directors and on all other matters requiring stockholder
action. Each holder of Common Stock shall have one vote
for each share of Common Stock standing in his name on
the books of the corporation and entitled to vote,
except that in the election of directors each holder of
Common Stock shall have as many votes for each share of
Common Stock held by him as there are directors to be
elected and for whose election the holder of Common
Stock has a right to vote. Cumulative voting shall not
be permitted in the election of directors or otherwise.
(c) on the voluntary or involuntary liquidation, dissolution
or winding up of the corporation, and after paying or
adequately providing for the payment of all of its
obligations and amounts payable in liquidation,
dissolution or winding up, and subject to the rights of
the holders of Preferred Stock, if any, the net assets
of the corporation shall be distributed pro rata to the
holders of the Common Stock.
B. Preferred Stock. The aggregate number of preferred shares which this
corporation shall have the authority to issue is ten million
(10,000,000) shares, each with no par value, which shares shall be
designated "Preferred Stock." Shares of Preferred Stock may be issued
from time to time in one or more series as determined by the Board of
Directors. The Board of Directors is hereby authorized, by resolution or
resolutions, to provide from time to time, out of the unissued shares of
Preferred Stock not then allocated to any series of Preferred Stock, for
a series of the Preferred Stock. Each such series shall have distinctive
serial designations. Before any shares of any such series of Preferred
Stock are issued, the Board of Directors shall fix and determine, and is
hereby expressly empowered to fix and determine, by resolution or
resolutions, the voting powers, full or limited, or no voting powers,
and the designations, preferences and
relative, participating, optional or other special rights, and the
qualifications, limitations and restrictions thereof as provided by
Colorado law. Before issuing any shares of a class or series, the
corporation shall deliver to the secretary of state for filing articles
of amendment to these articles of incorporation that set forth
information required by Colorado law, including but not limited to, the
designations, preferences, limitations, and relative rights of the class
or series of shares.
C. Voting. Unless otherwise ordered by a court of competent
jurisdiction, at all meetings of shareholders one-third of the shares of
a voting group entitled to vote at such meeting, represented in person
or by proxy, shall constitute a quorum of that voting group.
FOURTH: The number of directors of the corporation shall be fixed by the
bylaws, or if the bylaws fail to fix such a number, then by resolution adopted
from time to time by the board of directors, provided that the number of
directors shall not be more than five (5) nor less than one (1). One (1)
director shall constitute the initial board of directors. The following person
is elected to serve as the corporation's initial director until the first annual
meeting of shareholders or until his successors are duly elected and qualified:
Name
Address
Robert Soehngen
2434 Vine Place
Boulder, CO 80304
FIFTH: The street address of the initial registered office of the
corporation is 4750 Table Mesa Drive, Boulder, Colorado 80303. The name of the
initial registered agent of the corporation at such address is Gary S. Joiner.
SIXTH: The address of the initial principal office of the corporation is
4750 Table Mesa Drive, Boulder, Co 80303.
SEVENTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation, and the same are
in furtherance of and not in limitation or exclusion of the powers conferred by
law.
(a) Conflicting Interest Transactions. As used in this paragraph,
"conflicting interest transaction" means any of the following:
(i) a loan or other assistance by the corporation to a director
of the corporation or to an entity in which a director of the
corporation is a director or officer or has a financial
interest; (ii) a guaranty by the corporation of an obligation of
a director of the corporation or of an obligation of an entity
in which a director of the corporation is a director or officer
or has a financial interest; or (iii) a contract or transaction
between the corporation and a director of the corporation or
between the corporation and an entity in which a director of the
corporation is a director or officer or has a financial
interest. No conflicting interest transaction shall be void or
voidable, be enjoined, be set aside, or give rise to an award of
damages or other sanctions in a proceeding by a shareholder or
by or in the right of the corporation, solely because the
conflicting interest transaction involves a director of the
corporation or an entity in which a director of the corporation
is a director or officer or has a financial interest, or solely
because the director is present at or participates in the
meeting of the corporation's board of directors or of the
committee of the board of directors which authorized, approves
or ratifies a conflicting interest transaction, or solely
because the director's vote is counted for such purpose if: (A)
the material facts as to the director's relationship or interest
and as to the conflicting interest transaction are disclosed or
are known to the board of directors or the committee, and the
board of directors or committee in good faith authorizes,
approves or ratifies the conflicting interest transaction by the
affirmative vote of a majority of the disinterested directors,
even though the disinterested directors are less than a quorum;
or (B) the material facts as to the director's relationship or
interest and as to the conflicting interest transaction are
disclosed or are known to the shareholders entitled to vote
thereon, and the conflicting interest transaction is
specifically authorized, approved or ratified in good faith by a
vote of the shareholders; or (C) a conflicting interest
transaction is fair as to the corporation as of the
time it is authorized, approved or ratified by the board of
directors, a committee thereof, or the shareholders. Common or
interested directors may be counted in determining the presence
of a quorum at a meeting of the board of directors or of a
committee which authorizes, approves or ratifies the conflicting
interest transaction.
(b) Loans and Guaranties for the Benefit of Directors. Neither the
board of directors nor any committee thereof shall authorize a
loan by the corporation to a director of the corporation or to
an entity in which a director of the corporation is a director
or officer or has a financial interest, or a guaranty by the
corporation of an obligation of a director of the corporation or
of an obligation of an entity in which a director of the
corporation is a director or officer or has a financial
interest, until at least ten days after written notice of the
proposed authorization of the loan or guaranty has been given to
the shareholders who would be entitled to vote thereon if the
issue of the loan or guaranty were submitted to a vote of the
shareholders. The requirements of this paragraph (b) are in
addition to, and not in substitution for, the provisions of
paragraph (a) of Article SEVENTH.
(c) Indemnification. The corporation shall indemnify, to the maximum
extent permitted by law, any person who is or was a director,
officer, agent, fiduciary or employee of the corporation against
any claim, liability or expenses arising against or incurred by
such person made party to a proceeding because he is or was a
director, officer, agent, fiduciary or employee of the
corporation or because he was a director, officer, agent,
fiduciary or employee of the corporation or because he is or was
serving another entity as a director, officer, partner, trustee,
employee, fiduciary or agent at the corporation's request. The
corporation shall further have the authority to the maximum
extent permitted by law to purchase and maintain insurance
providing such indemnification.
(d) Limitation on Director's Liability. No director of this
corporation shall have any personal liability for monetary
damages to the corporation or its shareholders for breach of his
fiduciary duty as a director, except that this provision shall
not eliminate or limit the personal liability of a director to
the corporation or its shareholders for monetary damages for:
(i) any breach of the director's duty of loyalty to the
corporation or its shareholders; (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law; (iii) voting for or assenting to a
distribution in violation of Colorado Revised Statutes Section
7-106-401 or the articles of incorporation if it is established
that the director did not perform his duties in compliance with
Colorado Revised Statutes Section 7-108-401, provided that the
personal liability of a director in this circumstance shall be
limited to the amount of the distribution which exceeds what
could have been distributed without violation of Colorado
Revised Statutes Section 7-106- 401 or the articles of
incorporation; or (iv) any transaction from which the director
directly or indirectly derives an improper personal benefit.
Nothing contained herein will be construed to deprive any
director of his right to all defenses ordinarily available to a
director nor will anything herein be construed to deprive any
director of any right he may have for contribution from any
other director or other person.
(e) Negation of Equitable Interests in Shares or Rights. Unless a
person is recognized as a shareholder through procedures
established by the corporation pursuant to Colorado Revised
Statutes Section 7- 107-204 or any similar law, the corporation
shall be entitled to treat the registered holder of any shares
of the corporation as the owner thereof for all purposes
permitted by the Colorado Business Corporation Act, including
without limitation all rights deriving from such shares, and the
corporation shall not be bound to recognize any equitable or
other claim to, or interest in, such shares or rights deriving
from such shares on the part of any other person including
without limitation, a purchaser, assignee or transferee of such
shares, unless and until such other person becomes the
registered holder of such shares or is recognized as such,
whether or not the corporation shall have either actual or
constructive notice of the claimed interest of such other
person. By way of example and not of limitation, until such
other person has become the registered holder of such shares or
is recognized pursuant to Colorado Revised Statutes Section
7-107-204 or any similar applicable law, he shall not be
entitled: (i) to receive notice of the meetings of the
shareholders; (ii) to vote at such meetings; (iii) to examine a
list of the shareholders; (iv) to be paid dividends or other
distributions payable to shareholders; or (v) to own, enjoy and
exercise any other rights deriving from such shares against the
corporation. Nothing contained herein will be construed to
deprive any beneficial shareholder, as
defined in Colorado Revised Statutes Section 7-113-101(1), of
any right he may have pursuant to Article 113 of the Colorado
Business Corporation Act or any subsequent law.
EIGHTH: The name and address of the incorporator is:
Gary S. Joiner
4750 Table Mesa Drive
Boulder, Colorado 80303
DATED the _____ day of April, 1996.
/s/ Gary S. Joiner
Incorporator
Gary S. Joiner hereby consents to the appointment as the initial
registered agent for Global Capital Access Corporation.
/s/ Gary S. Joiner
Initial Registered Agent
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