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Brightcube Inc – ‘10SB12G’ on 7/13/99 – EX-3.2

On:  Tuesday, 7/13/99   ·   Accession #:  1015402-99-702   ·   File #:  0-26693

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/13/99  Brightcube Inc                    10SB12G               39:991K                                   Summit Fin’l Printing/FA

Registration of Securities of a Small-Business Issuer   —   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G     Registration of Securities of a Small-Business        84    323K 
                          Issuer                                                 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,     21     66K 
                          Liquidation or Succession                              
 3: EX-3.1      Articles of Incorporation/Organization or By-Laws      5     21K 
 4: EX-3.2      Articles of Incorporation/Organization or By-Laws      3     16K 
 5: EX-3.3      Articles of Incorporation/Organization or By-Laws     12     39K 
 6: EX-4.1      Instrument Defining the Rights of Security Holders     2     14K 
 7: EX-10.1     Material Contract                                     10     52K 
16: EX-10.10    Material Contract                                      6     28K 
17: EX-10.11    Material Contract                                     23     78K 
18: EX-10.12    Material Contract                                     53    150K 
19: EX-10.13    Material Contract                                     19     58K 
20: EX-10.14    Material Contract                                      2     17K 
21: EX-10.15    Material Contract                                     20     55K 
22: EX-10.16    Material Contract                                      1     12K 
23: EX-10.17    Material Contract                                      7     48K 
24: EX-10.18    Material Contract                                      2     15K 
25: EX-10.19    Material Contract                                     15     62K 
 8: EX-10.2     Material Contract                                     17     53K 
26: EX-10.20    Material Contract                                      8±    42K 
27: EX-10.21    Material Contract                                     10     35K 
28: EX-10.22    Material Contract                                      5     32K 
29: EX-10.23    Material Contract                                      5     33K 
30: EX-10.24    Material Contract                                      5     34K 
31: EX-10.25    Material Contract                                      5     20K 
32: EX-10.26    Material Contract                                      3     21K 
33: EX-10.27    Material Contract                                     17±    78K 
34: EX-10.28    Material Contract                                      3     23K 
35: EX-10.29    Material Contract                                      8     41K 
 9: EX-10.3     Material Contract                                      8     30K 
36: EX-10.30    Material Contract                                      4     27K 
37: EX-10.31    Material Contract                                     16     76K 
10: EX-10.4     Material Contract                                      4     23K 
11: EX-10.5     Material Contract                                      6±    33K 
12: EX-10.6     Material Contract                                     10     40K 
13: EX-10.7     Material Contract                                     13     51K 
14: EX-10.8     Material Contract                                      8     24K 
15: EX-10.9     Material Contract                                      2     17K 
38: EX-21.1     Subsidiaries of the Registrant                         1     10K 
39: EX-27.1     Financial Data Schedule (Pre-XBRL)                     1     14K 


EX-3.2   —   Articles of Incorporation/Organization or By-Laws

EX-3.21st Page of 3TOCTopPreviousNextBottomJust 1st
 

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF DATA GROWTH, INC. Pursuant to the applicable provisions of the Nevada Business Corporations Act, Data Growth, Inc. (the "Corporation") adopts the following Articles of Amendment to its Articles of Incorporation: FIRST: The present name of the Corporation is Data Growth, Inc ------ SECOND: The following amendments to its Articles of Incorporation were adopted by the board of directors and by majority consent of shareholders of the corporation in the manner prescribed by applicable law. (1) The Article entitled ARTICLE I - NAME, is amended to read as follows: ARTICLE I - NAME The name of the corporation shall be: PhotoLoft.com. (2) The Article entitled ARTICLE IV - STOCK, is amended to read as follows: ARTICLE IV - STOCK Common. The aggregate number of common shares which this Corporation shall ------ have authority to issue is 50,000,000 shares of Common Stock having a par value of $.OO1 per share. All common stock of the Corporation shall be of the same class, common, and shall have the same rights and preferences. Fully-paid common stock of this Corporation shall not be liable to any further call or assessment. Preferred. The Corporation shall be authorized to issue 500,000 shares of --------- Preferred Stock having a par value of $.001 per share and with such rights, preferences and designations determined by the board of directors. (3) Article XII is hereby added and shall read as follows: ARTICLE XII - ELIMINATION OF LIABILITY OF OFFICERS AND DIRECTORS No officer or director of the Corporation shall have any liability to the Corporation or its shareholders for damages for breach of fiduciary duty as an officer of director except as an officer or director except as specifically provided for under NRS78.037(l), and as it may be amended from time to time.
EX-3.22nd Page of 3TOC1stPreviousNextBottomJust 2nd
THIRD: The Corporation has effectuated, effective with the commencement ------ of business on Monday, March 1, 1999, a 2.4571584 to 1 reverse stock split as to its shares of common stock outstanding as of the opening of business on February 28, 1999, which decreases the outstanding shares as of that date from 1,535,724 shares to 625,000 shares. The reverse split shall not change the number of shares of Common Stock authorized for issuance by the Corporation. FOURTH: The number of shares of the Corporation outstanding and ------- entitled to vote at the time of the adoption of said amendment was 1,535,724. -- FIFTH: The number of shares voted for such amendments was 840,000 ------ shares (55%) and no shares were voted against such amendment. DATED this 26 day of February, 1999. DATA GROWTH, INC. By: s. Gary B. Peterson ----------------------- Gary B. Peterson, President/Secretary -------------------------------------- VERIFICATION ------------ STATE OF UTAH ) :ss. COUNTY OF SALT LAKE ) The undersigned being first duly sworn, deposes and states: that the undersigned is the President of Date Growth, Inc., that the undersigned has read the Certificate of Amendment and knows the contents thereof and that the same contains a truthful statement of the Amendment duly adopted by the board of directors and stockholders of the Corporation. s. Gary B. Peterson -------------------
EX-3.2Last Page of 3TOC1stPreviousNextBottomJust 3rd
STATE OF UTAH ) :ss. COUNTY OF SALT LAKE ) Before me the undersigned Notary Public in and for the said County and State, personally appeared the President and Secretary of Data Growth, Inc., a Nevada corporation, and signed the foregoing Articles of Amendment as his own free and voluntary acts and deeds pursuant to a corporate resolution for the uses and purposes set forth. IN WITNESS WHEREOF, I have set my hand and seal this 26th day of February, 1999. ____________________________ NOTARY PUBLIC Notary Seal:

Dates Referenced Herein

Referenced-On Page
This ‘10SB12G’ Filing    Date First  Last      Other Filings
Filed on:7/13/99None on these Dates
3/1/992
2/28/992
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Filing Submission 0001015402-99-000702   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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