EXHIBIT 17 (a)
RESOLUTIONS ADOPTED BY UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS
OF
MAS ACQUISITION XIX CORPORATION
An Indiana Corporation
The undersigned, constituting the entire Board of Directors of MAS Acquisition
XIX Corporation, an Indiana corporation, ("Corporation"), acting pursuant to
Section 23-1-34-2 of the Indiana Code, hereby consent to take the following
actions and adopt the following resolutions effective as of the date indicated
below:
REVERSE STOCK SPLIT
WHEREAS, the Board of Directors believes it is in the best interest of the
Corporation to effectuate a 1 for 8,250 reverse stock split for all outstanding
shares as of the date hereof, all in accordance with Section 23-1-38-2(4) of the
Indiana Code.
NOW THEREFORE, the proper officers of the Corporation be and they hereby are
authorized and directed to take all actions and complete all filings necessary
such that the issued and outstanding shares of common stock of the Corporation
are reduced such that 8,250 shares issued and outstanding prior to the record
date of the reverse stock split shall equal one share effective on the record
date of the reverse stock split; and
BE IT FURTHER RESOLVED, that the record date for the reverse stock split be
March 3, 2000.
BE IT FURTHER RESOLVED, that the effective date for the reverse stock split
shall be March 3, 2000.
BE IT FURTHER RESOLVED, that all the fractional shares which result from the
reverse stock split shall be paid out in cash from the corporation through each
share pro rate share of $1,000.00 for all such fractional shares.
BE IT FURTHER RESOLVED, that the officers of the Corporation are hereby
authorized and instructed to take whatever actions necessary to carry out the
resolutions contained herein.
IN WITNESS WHEREOF, the undersigned have set forth their hand as of this 3rd day
of March, 2000.
/S/ Aaron Tsai
Aaron Tsai
Sole Director
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EXHIBIT 17 (b)
RESOLUTIONS ADOPTED BY UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS
OF
MAS ACQUISITION XIX CORPORATION
An Indiana Corporation
The undersigned, constituting the entire Board of Directors of MAS Acquisition
XIX Corporation, an Indiana corporation ("Corporation"), acting pursuant to
Section 23-1-34-2 of the Indiana Code, hereby consent to take the following
actions and adopt the following resolutions effective as of the date indicated
below:
APPOINTMENT OF NEW DIRECTOR AND PRESIDENT
RESOLVED, that the undersigned sole director hereby appoints Michael Bruce Hall
as a director and as president, Secretary and treasurer of the Corporation.
RESIGNATION AS OFFICER AND DIRECTOR
FURTHER, BE IT RESOLVED, THAT effective upon execution of this Agreement, the
undersigned hereby resigns as a Director and as President of the Corporation.
FURTHER, BE IT RESOLVED, THAT the officers of the Corporation are hereby
authorized and instructed to take whatever steps necessary to carry out the
above.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 3rd of
March, 2000.
/S/ Aaron Tsai
Aaron Tsai, Sole Outgoing Director
And resigning officer
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