Quarterly Report — Form 10-Q Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Form 10-Q for the Period Ended June 30, 2008 HTML 388K
2: EX-3.1 Amended and Restated Articles of Incorporation, as HTML 33K Currently in Effect
3: EX-31.1 Certification of Stephen Cochennet Pursuant to HTML 15K
Section 302 of the Sarbanes-Oxley Act of
2002
4: EX-31.2 Certification of Dierdre Jones Pursuant to Section HTML 15K
302 of the Sarbanes-Oxley Act of 2002
5: EX-32.1 Certification of Stephen Cochennet Pursuant to HTML 9K
Section 906 of the Sarbanes-Oxley Act of
2002
6: EX-32.2 Certification of Dierdre Jones Pursuant to Section HTML 9K
906 of the Sarbanes-Oxley Act of 2002
EX-3.1 — Amended and Restated Articles of Incorporation, as Currently in Effect
The
registered office and place of business in the State of Nevada of this
corporation shall be located at 1495 Ridgeview Drive, Suite 220, Reno,
Nevada. The resident agent of the corporation is MICHAEL J. MORRISON,
whose address is 1495 Ridgeview Drive, Suite 220, Reno,
Nevada89509.
Article
III - DURATION
The
Corporation shall have perpetual existence.
Article
IV - PURPOSES
1
The
purpose, object and nature of the business for which this corporation is
organized are:
(a) To
engage in any lawful activity, (b) To carry on such business as may
be necessary, convenient, or desirable to accomplish the above purposes, and to
do all other things incidental thereto which are not forbidden by law or by
these Articles of Incorporation.
Article
V - POWERS
This
Corporation is formed pursuant to Chapter 78 of the Nevada Revised
Statutes. The powers of the Corporation shall be those powers granted
by 78.060 and 78.070 of the Nevada Revised Statutes under which this corporation
is formed. In addition, the corporation shall have the following
specific powers:
(a) To
elect or appoint officers and agents of the corporation and to fix their
compensation; (b) To act as an agent for any individual, association,
partnership, corporation or other legal entity; (c) To receive,
acquire, hold, exercise rights arising out of the ownership or possession
thereof, sell, or otherwise dispose of, shares or other interests in, or
obligations of, individuals, association, partnerships, corporations, or
governments; (d) To receive, acquire, hold, pledge, transfer, or
otherwise dispose of shares of the corporation, but such shares may only be
purchased, directly or indirectly, out of earned
surplus; (e) To make gifts or contributions for the public
welfare or for charitable, scientific or educational purposes.
Article
VI - CAPITAL STOCK
Section
1. Authorized
Shares. The total number of shares which this corporation is
authorized to issue is 100,000,000 shares of Common Stock of $0.001 par value
and 10,000,000 shares of Preferred Stock of $0.001 par value. The
authority of the Corporation to issue non-voting convertible and/or non-voting
non-convertible preferred shares together with additional classes of shares may
be limited by resolution of the Board of Directors of the
Corporation. Preferred shares and additional classes of shares may be
issued from time to time as the Board of Directors may determine in their sole
judgment and without the necessity of action by the holders of
Shares.
2
Section
2. Voting
Rights of Stockholders. Each holder of the Common Stock shall
be entitled to one vote for each share of stock standing in his name on the
books of the corporation.
Section
3. Consideration for
Shares. The Common Stock shall be issued for such
consideration, as shall be fixed from time to time by the Board of
Directors. In the absence of fraud, the judgment of the Directors as
to the value of any property or services received in full or partial payment for
shares shall be conclusive. When shares are issued upon payment of
the consideration fixed by the Board of Directors, such shares shall be taken to
be fully paid stock and shall be non-assessable. The Articles shall
not be amended in this particular.
Section
4. Stock
Rights and Options. The corporation shall have the power to
create and issue rights, warrants, or options entitling the holders thereof to
purchase from the corporation any shares of its capital stock of any class or
classes, upon such terms and conditions and at such times and prices as the
Board of Directors may provide, which terms and conditions shall be
incorporated in an instrument or instruments evidencing such
rights. In the absence of fraud, the judgment of the Directors as to
the adequacy of consideration for the issuance of such rights or options and the
sufficiency thereof shall be conclusive.
Section
5. Reverse Stock
Split. Effective upon the filing of this Certificate of Amendment of
Articles of Incorporation with the Secretary of State of the State of Nevada
(the “Effective Time”), the shares of the Corporation’s Common Stock issued and
outstanding immediately prior to the Effective Time (the “Old Common Stock”),
will be automatically reclassified as and combined into shares of Common Stock
(the “New Common Stock”) such that each five shares of Old Common Stock shall be
reclassified as and combined into one share of New Common Stock. Notwithstanding
the previous 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, each fractional
share shall be rounded up to the nearest whole share of New Common Stock. Each
stock certificate that, immediately prior to the Effective Time represented
shares of Old Common Stock shall, from and after the Effective Time,
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 as set forth above.
3
The
pre-split shares outstanding are 22,214,166 with a par value of $0.001. The post
reverse shares outstanding are 4,442,833, with a par value of
$0.001.
Article
VII - MANAGEMENT
For
the management of the business, and for the conduct of the affairs of the
corporation, and for the future definition, limitation, and regulation of the
powers of the corporation and its directors and stockholders, it is further
provided:
Section
1. Size of
Board. The number of the Board of Directors shall be four
(4). Such number may from time to time be increased or decreased in
such manner as prescribed by the Bylaws. Directors need not be
stockholders.
4
Section
2. Powers
of Board. In furtherance and not in limitation of the powers
conferred by the laws of the State of Nevada, the Board of Directors is
expressly authorized and empowered:
(a) To
make, alter, amend, and repeal the Bylaws subject to the power of the
stockholders to alter or repeal the Bylaws made by the Board of
Directors;
(b) Subject
to the applicable provisions of the Bylaws then in effect, to determine, from
time to time, whether and to what extent, and at what times and places, and
under what conditions and regulations, the accounts and books of the
corporation, or any of them, shall be open to stockholder
inspection. No stockholder shall have any right to inspect any of the
accounts, books or documents of the corporation, except as permitted by law,
unless and until authorized to do so by resolution of the Board of Directors or
of the stockholders of the Corporation;
(c) To
authorize and issue, without stockholder consent, obligations of the
Corporation, secured and unsecured, under such terms and conditions as the
Board, in its sole discretion, may determine, and to pledge or mortgage, as
security therefore, any real or personal property of the corporation, including
after-acquired property;
(d) To
determine whether any and, if so, what part of the earned surplus of the
corporation shall be paid in dividends to the stockholders, and to direct and
determine other use and disposition of any such earned surplus;
(e) To
fix, from time to time, the amount of the profits of the corporation to be
reserved as working capital or for any other lawful purpose;
(f) To
establish bonus, profit-sharing, stock option, or other types of incentive
compensation plans for the employees, including officers and directors, of the
corporation, and to fix the amount of profits to be shared or distributed, and
to determine the persons to participate in any such plans and the amount of
their respective participations.
5
(g) To
designate, by resolution or resolutions passed by a majority of the whole Board,
one or more committees, each consisting of two or more directors, which, to the
extent permitted by law and authorized by the resolution or the Bylaws, shall
have and may exercise the powers of the Board;
(h) To
provide for the reasonable compensation of its own members by Bylaw, and to fix
the terms and conditions upon which such compensation will be paid;
(i) In
addition to the powers and authority hereinbefore, or by statute, expressly
conferred upon it, the Board of Directors may exercise all such powers and do
all such acts and things as may be exercised or done by the corporation,
subject, nevertheless, to the provisions of the laws of the State of Nevada, of
these Articles of Incorporation, and of the Bylaws of the
corporation.
Section
3. Interested
Directors. No contract or transaction between this
corporation and any of its directors, or between this corporation and any other
corporation, firm, association, or other legal entity shall be invalidated by
reason of the fact that the director of the corporation has a direct or indirect
interest, pecuniary or otherwise, in such corporation, firm, association, or
legal entity, or because the interested director was present at the meeting of
the Board of Directors which acted upon or in reference to such contract or
transaction, or because he participated in such action, provided
that: (1) the interest of each such director shall have
been disclosed to or known by the Board and a disinterested majority of the
Board shall have, nonetheless, ratified and approved such contract or
transaction (such interested director or directors may be counted in determining
whether a quorum is present for the meeting at which such ratification or
approval is given); or (2) the conditions of N.R.S. 78.140 are met.
6
Section
4. Names
and Addresses. The name and post office addresses of the Board
of Directors which consists of four (4) person and who shall hold office until
his successors are duly elected and qualified, is as follows:
Subject
to the laws of the State of Nevada, the stockholders and the directors shall
have power to hold their meetings, and the directors shall have power to have an
office or offices and to maintain the books of the Corporation outside the State
of Nevada, at such place or places as may from time to time be designated in the
Bylaws or by appropriate resolution.
Article
IX - AMENDMENT OF ARTICLES
The
provisions of these Articles of Incorporation may be amended, altered or
repealed from time to time to the extent and in the manner prescribed by the
laws of the State of Nevada, and additional provisions authorized by such laws
as are then in force may be added. All rights herein conferred on the
directors, officers and stockholders are granted subject to this
reservation.
7
Article
X - LIMITED LIABILITY OF OFFICERS AND DIRECTORS
Except
as hereinafter provided, all past, current and/or future officers and directors
of the corporation shall not be personally liable to the corporation or its
stockholders for damages for breach of fiduciary duty as a director or
officer. This limitation on personal liability shall not apply to
acts or omissions which involve intentional misconduct, fraud, knowing violation
of law, or unlawful distributions prohibited by Nevada Revised Statutes Section
78.300.
8
Dates Referenced Herein and Documents Incorporated by Reference