ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
FINDERS KEEPERS, INC.
Finders Keepers, Inc. pursuant to the provisions of Section 78.390 of the Nevada
Revised Statutes, adopts these Amended and Restated Articles which accurately
copy the Articles of Incorporation and all amendments in effect to date. The
Articles of Incorporation as restated and reflected by these restated Articles
of Incorporation are set forth below and contain no other changes in any
provisions.
The following amendments and additions to the Articles of Incorporation were
adopted by unanimous consent of the Board of Directors pursuant to Section
78.315 of the Nevada Revised Statutes and by consent of the majority
shareholders pursuant to Section 78.320 of the Nevada Revised Statutes.
Article I.
Name
The name of the corporation is the Bauer Partnership, Inc.
Article II.
Registered Office & Resident Agent
The principal office of the corporation with the State of Nevada is to be
located c/o International Venture Capital & Advisory, Inc., 3340 Topaz, Suite
210, Las Vegas, NV 89123.
Article III
Purposes and Powers
The purposes and powers provisions are eliminated as originally stated and
condensed as follows: To engage in any lawful activity for which the Corporation
may be incorporated under the Nevada General Corporation law.
Article IV
Capitalization
The Capitalization of the corporation is amended to reflect a 1:150 reverse
share split and the re-authorization of 200,000,000 shares of common stock, par
value, $.001 and the re-authorization of 25,000,000 shares of preferred stock,
$.001.
A. Preferred Stock
The Board of Directors is authorized, subject to the limitations prescribed
by law and the provisions of this Article, to provide for the issuance of
the shares of Preferred Stock in series, and by filing a certificate
pursuant to the applicable law of the State of Nevada, to establish from
time to time the number of shares to be included in each such series and to
fix the designation, powers, preferences and rights of the shares of each
such series and the qualifications, limitations or restrictions thereof.
1. The authority of the Board with respect to each series shall include, but
not be limited to, determination of the following:
a. The number of shares constituting that series and the distinctive
designation of that series;
b. The dividend rate on the shares of that series, whether dividends
shall be cumulative, and if so, from which date or dates, and the
relative rights of priority, if any, of payment of dividends on shares
of that series;
c. Whether that series shall have voting rights, in addition to the
voting rights provided by law, and if so, the terms of such voting
rights;
d. Whether that series shall have conversion privileges and, if so, the
terms and conditions of such conversion, including provision for
adjustment of the conversion rate in such events as the Board of
Directors shall determine;
e. Whether or not the shares of that series shall be redeemable and, if
so, the terms and conditions of such redemption, including the date or
dates upon or after which they shall be redeemable and the amount per
share payable in case of redemption, which amount may vary under
different conditions and at different redemption dates;
f. Whether that series shall have a sinking fund for the redemption or
purchase of shares of that series and, if so, the terms and amount of
such sinking fund;
g. The rights of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the Corporation,
and the relative rights of priority, if any, of payment of shares of
that series; and
h. Any other relative rights, preferences and limitations of that series.
2. Dividends on outstanding shares of Preferred Stock shall be paid or
declared and set apart for payment, before any dividends shall be paid or
declared and set apart for payment on Common Stock with respect to the same
dividend period.
3. If upon any voluntary or involuntary liquidation, dissolution or winding up
of the Corporation, the assets available for distribution to holders of
shares of Preferred Stock of all series shall be insufficient to pay such
holders the full preferential amount to which they are entitled, then such
assets shall be distributed ratably among the shares of all series of
Preferred Stock in accordance with the respective preferential amounts
(including unpaid cumulative dividends, if any) payable with respect
thereto.
4. Unless otherwise provided in any resolution of the Board of Directors
providing for the issuance of any particular series of Preferred Stock, no
holder of Preferred Stock shall have any pre-emptive right as such holder
to subscribe for, purchase or receive any part of any new or additional
issue of capital stock of any class or series, including unissued and
treasury stock, or obligations or other securities convertible into or
exchangeable for capital stock of any class or series, or warrants or other
instruments evidencing rights or options to subscribe for, purchase or
receive any capital stock of any class or series, whether now or hereafter
authorized and whether issued for cash or other consideration or by way of
dividend.
B. Common Stock
1. Subject to the prior and superior rights of the Preferred Stock and on the
conditions set forth in the foregoing parts of this Article or in any
resolution of the Board of Directors providing for the issuance of any
particular series of Preferred Stock, and not otherwise, such dividends
(payable in cash, stock or otherwise) as may be determined by the Board of
Directors may be declared and paid on the Common Stock from time to time
out of any funds legally available therefor.
2. Except as otherwise provided by law, by this Certificate of Incorporation
or by the resolution or resolutions of the Board of Directors providing for
the issue of any series of the Preferred Stock, the Common Stock shall have
the exclusive right to vote for the election of directors and for all other
purposes, each holder of the Common Stock being entitled to one vote for
each share held.
3. Upon any liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, and after the holders of the Preferred Stock of
each series shall have been paid in full the amount to which they
respectively shall be entitled, or a sum sufficient for such payments in
assets of the Corporation shall be distributed pro rata to the holders of
the Common Stock in accordance with their respective rights and interests,
to the exclusion of the holders of the Preferred Stock.
The number of shares of the corporation outstanding at the time of the
adoption of the foregoing was 80,880,912 and the number of shares entitled to
vote thereon was the same. The number of shares consenting to the action was
66,766,573. The shareholders consenting to the action represent a majority of
the issued and outstanding shares.
Effective this 4th day of September 2001.
/s/ Robert Wallace
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/s/ Robert Wallace Robert Wallace
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Robert Wallace, Secretary