UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c)
Of
the
Securities Exchange Act of 1934
[
x ]
Filed by the registrant
[
] Filed
by a party other than the registrant
Check
the
appropriate box:
[
]
Preliminary Information Statement
[
]
Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[
xx]
Definitive Information Statement
CACTUS
VENTURES, INC.
(Name
of
Registrant as Specified In Charter)
(Name
of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
[x]
No
fee required
[
] Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1)
Title
of each class of securities to which transaction applies:
_______________________________________
2)
Aggregate number of securities to which transaction applies:
_______________________________________
3)
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
_______________________________________
4)
Proposed maximum aggregate value of transaction:
_______________________________________
5)
Total
fee paid:
[
] Fee
paid previously with preliminary materials.
[
] Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form
or
Schedule and the date of its filing.
1)
Amount
Previously Paid:
2)
Form,
Schedule or Registration Statement No.
3)
Filing
Party:
4)
Date
Filed:
INFORMATION
STATEMENT
CACTUS
VENTURES, INC.
251
Jeanell Dr., Suite 3
Carson
City, NV 89703
702-234-4148
This
information statement is circulated to advise the stockholders of actions to
be
taken without a meeting upon the written consent of the holders of a majority
of
the outstanding shares of the Voting Capital Stock of the Company. Management
is
not soliciting proxies because a sufficient number of shares have provided
written consent to the actions.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT
TO SEND US A PROXY.
The
matters upon which action is being taken are:
| 1. |
Reverse
split the currently issued and outstanding common stock of the Company
on
a 2 to 1 ratio, with no shareholder being reversed to less than a round
lot of 100 shares.
|
| 2. |
Amend
and restate the Articles of Incorporation to increase the authorized
capital so the total number of shares of Common Stock the Company is
authorized to issue is One Hundred Million (100,000,000) shares with
$0.01
par value and the
total number of shares of Preferred Stock the Company is authorized
to
issue is Ten Million (10,000,000) shares with $0.01 par value,
in such series and designations as may be authorized by the Board of
Directors.
|
The
stockholders holding shares representing 89.65% of the votes entitled to be
cast
at a meeting of the Company’s stockholders, consented in writing to the proposed
actions. The approval by the stockholders will not become effective until 20
days from the date of mailing of this Information Statement to our
stockholders.
The
Company’s Board of Directors approved this action on October 31, 2007 and
recommended that the Company effect the reverse split of its currently issued
and outstanding common stock and also recommended an increase in the authorized
capital from 50,000,000 shares of common stock, $.01 par value to 100,000,000
shares of common stock, $.01 par value. The anticipated effective date will
be
approximately 20 days after the mailing of this Information Statement to our
stockholders.
If
the
proposed actions were not adopted by written majority shareholder consent,
it
would have been necessary for these actions to be considered by the Company’s
Shareholders at a Special Shareholder’s Meeting convened for the specific
purpose of approving the actions.
The
elimination of the need for a special meeting of the shareholders to approve
the
actions is authorized by the
provisions of NRS
78.320 of
the
General Corporation Law of Nevada,
(the
“Nevada Law”). NRS 78.320 provides that the written consent of the holders of
outstanding shares of voting capital stock, having not less than the minimum
number of votes which would be necessary to authorize or take the action at
a
meeting at which all shares entitled to vote on a matter were present and voted,
may be substituted for the special meeting. According to NRS 78.320, a majority
of the outstanding shares of voting capital stock entitled to vote on the matter
is required in order to amend the Company’s Articles of Incorporation. In a
special meeting and in order to effect the Amendment as early as possible in
order to accomplish the purposes of the Company, the Board of Directors of
the
Company voted to utilize the written consent of the majority shareholders of
the
Company.
The
date
on which this Information Statement was first sent to the stockholders is on,
or
about November 13, 2007. The record date established by the Company for purposes
of determining the number of outstanding shares of Voting Capital Stock of
the
Company was October 31, 2007 (the “Record Date”).
Outstanding
Voting Stock of the Company
As
of the
Record Date, there were 22,309,815 shares of Common Stock issued and
outstanding. The Common Stock constitutes the outstanding class of voting
securities of the Company. Each share of Common Stock entitles the holder to
one
(1) vote on all matters submitted to the stockholders.
None
of
the persons who have been directors or officers of the Company at any time
since
the beginning of the last fiscal year, nor any associate of any such persons,
has any interest in the matters to be acted upon. No director of the Company
has
informed the registrant in writing that he intends to oppose any action to
be
taken by the Company. No proposals have been received from security
holders.
SECURITY
OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The
following table sets forth as of October 31, 2007, the name and the number
of
voting shares of the Registrant, $.01 par value, held of record or was known
by
the Registrant to own beneficially more than 5% of the 22,309,815 voting shares
issued and outstanding, and the name and shareholdings of each officer and
director individually and of all officers and directors as a group. Except
as
otherwise indicated, the persons named in the table have sole voting and
dispositive power with respect to all shares beneficially owned, subject to
community property laws where applicable.
Title
of
Name
and Address of Amount
and Nature of Percentage
of Class
Class
Beneficial
Owner
Beneficial
Ownership (1)
Common
Diane
S.
Button (2)
20,000,000 89.65%
251
Jeanell Dr., Suite 3
Carson
City, NV 89703
Common
Bruce
Holden
1,853,200
8.3%
9418
Snow
Lake Pl.
Elk
Grove, CA 95758
Total
Officers and Directors
As
a
Group (1
Person)
20,000,000 89.65%
(1) For purposes of this table, a beneficial owner is one who, directly or
indirectly, has or shares with others (a) the power to vote or direct the voting
of the Voting Stock (b) investment power with respect to the Voting Stock which
includes the power to dispose or direct the disposition of the Voting
Stock.
| (2) |
Officer
and/or Director of the Company
|
There
are
no contracts or other arrangements that could result in a change of control
of
the Company.
No
Dissenter’s Rights
Under
Nevada Law, any dissenting shareholders are not entitled to appraisal rights
with respect to our amendment, and we will not independently provide
shareholders with any such right.
Purpose
and Effect of the Actions
REASONS
FOR THE REVERSE SPLIT OF OUR COMMON STOCK
Our
board
of directors believes that the proposed reverse stock split will make our
capital structure more attractive to prospective business ventures in the event
we locate one or more business opportunities to acquire or merge with. Our
common stock is traded on the Over the Counter Bulletin Board (“OTCBB”) under
the symbol CACV. Although it is generally expected that a reverse split will
result in a proportionate increase in the market price of the split shares,
because of lack of trading in our shares there can be no assurance that our
common stock will trade at a multiple of 2 times our current price, or that
any
price increase will be sustained. If the market price of our stock declines
after the implementation of the reverse split, the percentage decline as an
absolute number and as a percentage of our overall market capitalization may
be
greater than would be the case in the absence of the reverse split. Further,
the
fact that we have no revenue, no assets and our liabilities are approximately
$20,000 may greatly impact our stock price and the ability to liquidate your
shares.
In
addition, our shares are subject to Rule 15g-1 through Rule 15g-9, which
provides, generally, that for as long as the bid price for the shares is less
than $5.00, they will be considered low priced securities under rules
promulgated under the Exchange Act. Under these rules, broker-dealers
participating in transactions in low priced securities must first deliver a
risk
disclosure document which describes the risks associated with such stocks,
the
broker-dealer's duties, the customer's rights and remedies, and certain market
and other information, and make a suitability determination approving the
customer for low priced stock transactions based on the customer's financial
situation, investment experience and objectives. Broker-dealers must also
disclose these restrictions in writing to the customer and obtain specific
written consent of the customer, and provide monthly account statements to
the
customer. Under certain circumstances, the purchaser may enjoy the right to
rescind the transaction within a certain period of time. Consequently, so long
as the common stock is a designated security under the Rule, the ability of
broker-dealers to effect certain trades may be affected adversely, thereby
impeding the development of a meaningful market in the common stock. The likely
effect of these restrictions will be a decrease in the willingness of
broker-dealers to make a market in the stock, decreased liquidity of the stock
and increased transaction costs for sales and purchases of the stock as compared
to other securities.
Our
stock
is considered a penny stock. A penny stock is generally a stock
that:
-
is not
listed on a national securities exchange or Nasdaq,
-
is
listed in "pink sheets" or on the NASD OTC Bulletin Board,
-
has a
price per share of less than $5.00 and
-
is
issued by a company with net tangible assets less than $5 million.
The
penny
stock trading rules impose additional duties and responsibilities upon
broker-dealers and salespersons effecting purchase and sale transactions in
common stock and other equity securities, including
-
determination of the purchaser's investment suitability,
-
delivery of certain information and disclosures to the purchaser,
and
-
receipt
of a specific purchase agreement from the purchaser prior to effecting the
purchase transaction.
Many
broker-dealers will not effect transactions in penny stocks, except on an
unsolicited basis, in order to avoid compliance with the penny stock trading
rules. Because our common stock is subject to the penny stock trading
rules,
-
such
rules may materially limit or restrict the ability to resell our common stock,
and
-
the
liquidity typically associated with other publicly traded equity securities
may
not exist.
In
conjunction with the Reverse Stock Split, no holder shall have less than one
round lot, 100 shares, after the reverse split.
Shares
Prior Shares
after
to
reverse Split reverse
split
30
100
100 100
1,000 500
4,000 2,000
4,001 2,001
10,000
5,000
10,001
5,001
100,000
50,000
100,001
50,001
200,000
100,000
Only
stockholders of record as of the date of the Reverse Split shall be afforded
this special treatment. The expected date of the Reverse Split is December
3,
2007.
The
possibility exists that the reduction in the number of outstanding shares will
adversely affect the market for our common stock by reducing the relative level
of liquidity. Consequently, there can be no assurance that the reverse split
will result in a proportionate increase in the value of the shares.
Any
new
shares issued in connection with the reverse split will be fully paid and
non-assessable. The number of stockholders will remain unchanged as a result
of
the reverse split. As a result of the 2 to 1 reverse stock split, with special
treatment to preserve round lot stockholders, our largest shareholders will
own
a substantially lesser percentage of the Corporation's voting securities.
As
part
of the reverse stock split, the par value of our common stock will remain
unchanged. While the aggregate par value of our outstanding common stock will
be
decreased, our additional paid-in capital will be increased by a corresponding
amount. Therefore, the reverse split will not affect our total stockholders'
equity. All share and per share information will be retroactively adjusted
to
reflect the reverse split for all periods presented in our future financial
reports and regulatory filings.
Following
the reverse split and the proposed new stock purchase described below, we will
have issued and outstanding approximately 11,154,907 shares of common stock,
which includes the treatment to preserve round lots.
REASONS
FOR THE INCREASE IN CAPITALIZATION OF OUR COMMON STOCK
By
increasing the total number of shares of Common Stock the Company is authorized
to issue to One Hundred Million (100,000,000) shares with $0.01 par value and
the
total
number of shares of Preferred Stock the Company is authorized to issue is Ten
Million (10,000,000) shares with $0.01 par value,
in such
series and designations as may be authorized by the Board of Directors, the
Company will be postured to consummate a merger or acquisition of a suitable
target.
The
change in capital will not affect the relative rights or privileges of our
common stock shareholders. The newly authorized common stock will have the
same
rights as the presently authorized shares of Common Stock. The Preferred Stock,
once authorized, requires future board approval in order to fix and determine
the designations, rights, preferences or other variations of each class or
series.
There
can
be no assurance, nor can the Board of Directors of the Company predict what
effect, if any, the proposed increase in our authorized common and preferred
stock will have on the market price of the Company’s common stock.
The
proposed Amended and Restated Articles of Incorporation are included as an
exhibit to this Information Statement.
The
Company and its Business.
We
were
formed as a Nevada corporation on October 6, 1997 originally under the name
Zurich U.S.A., Inc. On July 10, 2006, we changed our name to Cactus Ventures,
Inc. and began pursuing our business of marketing sunglasses. The Company
encountered numerous problems various vendors and ceased its operations The
Company has now focused its efforts on seeking a business opportunity. The
Company will attempt to locate and negotiate with a business entity for the
merger of that target company into the Company. In certain instances, a target
company may wish to become a subsidiary of the Company or may wish to contribute
assets to the Company rather than merge. No assurances can be given that the
Company will be successful in locating or negotiating with any target company.
The Company will provide a method for a foreign or domestic private company
to
become a reporting (“public”) company whose securities are qualified for trading
in the United States secondary market.
Cactus
Ventures, Inc., a Nevada corporation, is a shell company with zero assets and
a
net loss as of approximately $18,404 for the year ending December 31, 2006.
The
Company currently has approximately $22,680 in liabilities. Upon completion
of
the Reverse Stock Split and Capital Increase, Cactus Ventures, Inc., a Nevada
corporation, (“CACV”) will continue to function as a public shell. The Company
intends to seek, investigate, and if warranted, acquire an interest in a
business opportunity. The Company is not restricting its search to any
particular industry or geographical area. It may therefore engage in essentially
any business in any industry. Management has unrestricted discretion in seeking
and participating in a business opportunity, subject to the availability of
such
opportunities, economic conditions and other factors.
The
selection of a business opportunity in which to participate is complex and
extremely risky and will be made by management in the exercise of its business
judgment. There is no assurance that we will be able to identify and acquire
any
business opportunity which will ultimately prove to be beneficial to our company
and shareholders.
Because
we have no specific business plan or expertise, our activities are subject
to
several significant risks. In particular, any business acquisition or
participation we pursue will likely be based on the decision of management
without the consent, vote, or approval of our shareholders.
Sources
of Opportunities
We
anticipate that business opportunities may arise from various sources, including
officers and directors, professional advisers, securities broker-dealers,
venture capitalists, members of the financial community, and others who may
present unsolicited proposals.
We
will
seek potential business opportunities from all known sources, but will rely
principally on the personal contacts of our officers and directors as well
as
indirect associations between them and other business and professional people.
Although we do not anticipate engaging professional firms specializing in
business acquisitions or reorganizations, we may retain such firms if management
deems it in our best interests. In some instances, we may publish notices or
advertisements seeking a potential business opportunity in financial or trade
publications.
Criteria
We
will
not restrict our search to any particular business, industry or geographical
location. We may acquire a business opportunity in any stage of development.
This includes opportunities involving “start up” or new companies. In seeking a
business venture, management will base their decisions on the business objective
of seeking long-term capital appreciation in the real value of our company.
We
will not be controlled by an attempt to take advantage of an anticipated or
perceived appeal of a specific industry, management group, or
product.
In
analyzing prospective business opportunities, management will consider the
following factors:
| · |
available
technical, financial and managerial resources;
|
| · |
working
capital and other financial requirements;
|
| · |
the
history of operations, if any;
|
| · |
prospects
for the future;
|
| · |
the
nature of present and expected competition;
|
| · |
the
quality and experience of management services which may be available
and
the depth of the management;
|
| · |
the
potential for further research, development or exploration;
|
| · |
the
potential for growth and expansion;
|
| · |
the
potential for profit;
|
| · |
the
perceived public recognition or acceptance of products, services, trade
or
service marks, name identification; and other relevant
factors.
|
Generally,
our management will analyze all available factors and make a determination
based
upon a composite of available facts, without relying on any single
factor.
Methods
of Participation of Acquisition
Management
will review specific businesses and then select the most suitable opportunities
based on legal structure or method of participation. Such structures and methods
may include, but are not limited to, leases, purchase and sale agreements,
licenses, joint ventures, other contractual arrangements, and may involve a
reorganization, merger or consolidation transaction. Management may act directly
or indirectly through an interest in a partnership, corporation, or other form
of organization.
Procedures
As
part
of the our investigation of business opportunities, officers and directors
may
meet personally with management and key personnel of the firm sponsoring the
business opportunity. We may visit and inspect material facilities, obtain
independent analysis or verification of certain information provided, check
references of management and key personnel, and conduct other reasonable
measures.
We
will
generally ask to be provided with written materials regarding the business
opportunity. These materials may include the following:
| · |
descriptions
of product, service and company history; management resumes;
|
| · |
available
projections with related assumptions upon which they are based;
|
| · |
an
explanation of proprietary products and services;
|
| · |
evidence
of existing patents, trademarks or service marks or rights thereto;
|
| · |
present
and proposed forms of compensation to management;
|
| · |
a
description of transactions between the prospective entity and its
affiliates;
|
| · |
relevant
analysis of risks and competitive conditions;
|
| · |
a
financial plan of operation and estimated capital requirements;
|
| · |
and
other information deemed relevant.
|
OTHER
INFORMATION
Section
16(a) of the Securities Exchange Act of 1934 requires officers and Directors
of
the Company and persons who own more than ten percent of a registered class
of
the Company’s equity securities to file reports of ownership and changes in
their ownership with the Securities and Exchange Commission, and forward copies
of such filings to the Company. Based on the copies of filings received by
the
Company, during the most recent fiscal year, the directors, officers, and
beneficial owners of more than ten percent of the equity securities of the
Company registered pursuant to Section 12 of the Exchange Act, have filed on
a
timely basis, all required Forms 3, 4, and 5 and any amendments
thereto.
FINANCIAL
INFORMATION
For
more
detailed information regarding the Company, including financial statements,
you
may refer to our Form 10-SB Registration Statement with audited financial
statements for the period ended December 31, 2006 and other periodic filing
with
the Securities and Exchange Commission (“SEC)” which we file from time to time.
This information may be found on the SEC’s EDGAR database at www.sec.gov.
CONCLUSION
As
a
matter of regulatory compliance, we are sending you this Information Statement
which describes the purpose and effect of the actions and Amendment. Your
consent to the actions and Amendment is not required and is not being solicited
in connection with this action. This Information Statement is intended to
provide our stockholders information required by the rules and regulations
of
the Securities Exchange Act of 1934.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THE
ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.
By
Order
of the Board of Directors
Date: November
13, 2007
/s/
Diane
S. Button
Chairman
of the Board
AMENDED
AND RESTATED ARTICLES OF INCORPORATION
OF
CACTUS
VENTURES, INC.
Pursuant
to NRS 78.403 of the Nevada Business Corporations Act, Cactus Ventures, Inc.,
(the “Corporation”) adopts the following Amendment and Restatement of its
Articles of Incorporation by stating the following:
|
ARTICLE
I
The
present name of the Corporation is CACTUS VENTURES, INC.
|
|
ARTICLE
II
The
following amendment and restatement to its Articles of Incorporation
were
adopted by majority vote of shareholders of the Corporation on October
29,
2007 in the manner prescribed by Nevada law.
|
|
ARTICLE
III
The
number of shares of the corporation outstanding and entitled to vote
at
the time of the adoption of said amendment was 22,309,815.
|
|
ARTICLE
IV
The
number of shares voted for such amendment and restatement was 20,000,000
or 89.65%and the number voted against such amendment was 0 or
0%.
|
|
ARTICLE
V
November
____, 2007
|
| |
CACTUS
VENTURES, INC.
/s/
Diane
S. Button
President
and Secretary
AMENDED
AND RESTATED ARTICLES OF INCORPORATION
OF
CACTUS
VENTURES, INC.
ARTICLE
I
NAME
The
name
of the Corporation shall be: CACTUS VENTURES, INC.
ARTICLE
II
PERIOD
OF DURATION
The
Corporation shall continue in existence perpetually unless sooner dissolved
according to law.
ARTICLE
III
PURPOSES
AND POWERS
The
purpose for which said Corporation is formed and the nature of the objects
proposed to be transacted and carried on by it is to engage in any and all
other
lawful activity as provided by the laws of the State of Nevada.
ARTICLE
IV
AUTHORIZED
SHARES
The
total
number of shares of all classes of capital stock which the corporation shall
have authority to issue is 110,000,000 shares. Stockholders shall not have
any
preemptive rights, nor shall stockholders have the right to cumulative voting
in
the election of directors or for any other purpose. The classes and the
aggregate number of shares of stock of each class which the corporation shall
have authority to issue are as follows:
| (a) |
100,000,000
shares of common stock, $0.01 par value ("Common
Stock");
|
| (b) |
10,000,000
shares of preferred stock, $0.01 par value ("Preferred
Stock").
|
The
Preferred Stock may be issued from time to time in one or more series, with
such
distinctive serial designations as may be stated or expressed in the resolution
or resolutions providing for the issue of such stock adopted from time to time
by the Board of Directors; and in such resolution or resolutions providing
for
the issuance of shares of each particular series, the Board of Directors is
also
expressly authorized to fix: the right to vote, if any; the consideration for
which the shares of such series are to be issued; the number of shares
constituting such series, which number may be increased (except as otherwise
fixed by the Board of Directors) or decreased (but not below the number of
shares thereof then outstanding) from time to time by action of the Board of
Directors; the rate of dividends upon which and the times at which dividends
on
shares of such series shall be payable and the preference, if any, which such
dividends shall have relative to dividends on shares of any other class or
classes or any other series of stock of the corporation; whether such dividends
shall be cumulative or noncumulative, and if cumulative, the date or dates
from
which dividends on shares of such series shall be cumulative; the rights, if
any, which the holders of shares of such series shall have in the event of
any
voluntary or involuntary liquidation, merger, consolidation, distribution or
sale of assets, dissolution or winding up of the affairs of the corporation;
the
rights, if any, which the holders of shares of such series shall have to convert
such shares into or exchange such shares for shares of any other class or
classes or any other series of stock of the corporation or for any debt
securities of the corporation and the terms and conditions, including price
and
rate of exchange, of such conversion or exchange; whether shares of such series
shall be subject to redemption, and the redemption price or prices and other
terms of redemption, if any, for shares of such series including, without
limitation, a redemption price or prices payable in shares of Common Stock;
the
terms and amounts of any sinking fund for the purchase or redemption of shares
of such series; and any and all other designations, preferences, and relative,
participating, optional or other special rights, qualifications, limitations
or
restrictions thereof pertaining to shares of such series' permitted by
law.
The
Board
of Directors of the Corporation may from time to time authorize by resolution
the issuance of any or all shares of the Common Stock and the Preferred Stock
herein authorized in accordance with the terms and conditions set forth in
these
Articles of Incorporation for such purposes, in such amounts, to such persons,
corporations or entities, for such consideration, and in the case of the
Preferred Stock, in one or more series, all as the Board of Directors in its
discretion may determine and without any vote or other action by the
stockholders, except as otherwise required by law. The capital stock, after
the
amount of the subscription price, or par value, has been paid in shall not
be
subject to assessment to pay the debts of the corporation.
ARTICLE
V
ACQUISITION
OF CONTROLLING INTEREST
The
Corporation elects not to be governed by the terms and provisions of Sections
78.378 through 78.3793, inclusive, of the Nevada Revised Statutes, as the same
may be amended, superseded, or replaced by any successor section, statute,
or
provision. No amendment to these Articles of Incorporation, directly or
indirectly, by merger or consolidation or otherwise, having the effect of
amending or repealing any of the provisions of this paragraph shall apply to
or
have any effect on any transaction involving acquisition of control by any
person or any transaction with an interested stockholder occurring prior to
such
amendment or repeal.
ARTICLE
VI
COMBINATIONS
WITH INTERESTED STOCKHOLDERS
The
Corporation elects not to be governed by the terms and provisions of Sections
78.411 through 78.444, inclusive, of the Nevada Revised Statutes, as the same
may be amended, superseded, or replaced by any successor section, statute,
or
provision.
ARTICLE
VII
LIMITATION
ON LIABILITY
A
director or officer of the Corporation shall have no personal liability to
the
Corporation or its stockholders for damages for breach of fiduciary duty as
a
director or officer, except for damages for breach of fiduciary duty resulting
from (a) acts or omissions which involve intentional misconduct, fraud, or
a
knowing violation of law, or (b) the payment of dividends in violation of
section 78.300 of the Nevada Revised Statutes as it may from time to time be
amended or any successor provision thereto.
ARTICLE
VIII
PRINCIPAL
OFFICE AND RESIDENT AGENT
The
address of the Corporation's registered office in the state of Nevada is 2050
Russett Way, Carson City, NV 89703. The name of its initial resident agent
in
the state of Nevada is Budget Corp. Either the registered office or the resident
agent may be changed in the manner provided by law.
ARTICLE
IX
AMENDMENTS
The
Corporation reserves the right to amend, alter, change, or repeal all or any
portion of the provisions contained in these articles of incorporation from
time
to time in accordance with the laws of the state of Nevada, and all rights
conferred on stockholders herein are granted subject to this
reservation.
ARTICLE
X
ADOPTION
AND AMENDMENT OF BYLAWS
The
board
of directors shall not adopt the original bylaws, but shall adopt other bylaws
in their discretion. The power to alter, amend, or repeal the bylaws or adopt
new bylaws shall be vested in the board of directors, but the stockholders
of
the Corporation may also alter, amend, or repeal the bylaws or adopt new bylaws.
The bylaws may contain any provisions for the regulation or management of the
affairs of the Corporation not inconsistent with the laws of the state of Nevada
now or hereafter existing.
ARTICLE
XI
DIRECTORS
The
governing board of the Corporation shall be known as the board of directors.
The
number of directors comprising the board of directors shall be fixed and may
be
increased or decreased from time to time in the manner provided in the bylaws
of
the Corporation, except that at no time shall there be less than one nor more
than seven directors.