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EXHIBIT 3.1(ii)
AMENDMENT
TO ARTICLES OF INCORPORATION
OF
PREMIER BRANDS, INC.
In accordance with Sections 16-10a-1003 and 16-10a-1006 of the Utah
Revised Business Corporation Act, Premier Brands, Inc., a Utah Corporation (the
"Corporation"), does hereby adopt the following amendment (the "Amendment") to
the Articles of Incorporation.
1. The Corporation's Articles of incorporation are hereby amended to add a
new Article XIII, which shall be and read as follows:
ARTICLE XIII
SHAREHOLDER ACTION WITHOUT A MEETING
Pursuant to Sections 16-10a-704 and 16-10a-1704(4) of the Utah
Revised Business Corporation Act, any action which may be taken at any
annual or special meeting of shareholders may be taken without a
meeting and without prior notice, if one or more consents in writing,
setting forth the action so taken, shall be signed by the holders of
outstanding shares having not less than the minimum number of votes
that would be necessary to authorize or take action at a meeting at
which all shares entitled to vote thereon were present and voted.
2. Except as specifically provided herein, the provisions of the
Corporation's Articles of Incorporation shall remain unamended and
shall continue in full force and effect.
3. By execution of this Amendment to the Articles of Incorporation, the
President and Secretary of the Corporation do hereby certify that the
foregoing Amendment to the Articles of Incorporation was adopted as an
Amendment to the original Articles of Incorporation of the Corporation
by the shareholders of the Corporation at a Special Meeting of the
shareholders held on September 16, 1998, pursuant to proper notice. As
of August 26,1998, the record date for the Shareholder action, there
were 1,641,254 shares of the Corporation's Common Stock issued and
outstanding, of which 851,056 shares of the Corporation's Common Stock
(or, 52%) were present and voted for the adoption of the foregoing
Amendment to the Articles of Incorporation, and no shares were voted
against the Amendment.
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DATED: as of the 16th day of September 1998.
PREMIER BRANDS, INC.
/s/ Igor Fruman
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Igor Fruman
President
ATTEST:
/s/ Vyacheslav Fruman
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Vyacheslav Fruman
Secretary
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