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EXHIBIT 3.3
File No 65495-F
STATE OF ALASKA
DEPARTMENT OF COMMERCE AND ECONOMIC
DEVELOPMENT
DIVISION OF BANKING, SECURITIES AND CORPORATIONS
CERTIFICATE
OF
AUTHORITY
The undersigned, as Commissioners of Commerce and Economic Development of the
State of Alaska, hereby certifies that an Application for Certificate of
Authority to transact business in this state, duly signed and verified pursuant
to the provisions of the Alaska Corporations Code, has been received in this
office and has been found to conform to law.
ACCORDINGLY, the undersigned, as Commissioner of Commerce and Economic
Development, and by virtue of the authority vested in him by law, hereby issues
this Certificate of Authority to
ACHIEVA DEVELOPMENT CORPORATION
To transact business in this state under the name of
ACHIEVA DEVELOPMENT CORPORATION
and attaches hereto the original copy of the application for such Certificate.
IN TESTIMONY WHEREOF, I execute this certificate and affix the Great
Seal of the State of Alaska on DECEMBER 14, 1998.
/s/ Deborah B. Sedwick
Deborah B. Sedwick
Commissioner of Commerce
and Economic Development
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(FILE THE ORIGINAL AND AN EXHIBIT COPY)
STATE OF ALASKA
DEPARTMENT OF COMMERCE AND ECONOMIC DEVELOPMENT
DIVISION OF BANKING, SECURITIES AND CORPORATIONS
CORPORATIONS SECTION
P.O. BOX 110808, JUNEAU, ALASKA 99811-0808
(907) 465-2530
APPLICATION FOR CERTIFICATE OF AUTHORITY
Pursuant to the provisions of section 10.06.730 of the Alaska Corporations Code,
the undersigned corporation applies for a Certificate of Authority and, for that
purpose, submits the following statement:
1. The legal name of the corporation: ACHIEVA DEVELOPMENT CORPORATION
2. The assumed name elected to use in Alaska (used only if the legal is
unavailable):
ACHIEVA DEVELOPMENT CORPORATION
The legal or assumed name of the corporation must contain the word
"Corporation," "Company," "Incorporated," or "Limited" or an abbreviation
of these words.
3. The corporation is incorporated under the laws of British Columbia, Canada
4. The date of incorporation: September 14, 1992
and the period of duration: Perpetual
5. The mailing address of the principal administrative offices of the
corporation: #201-905 W. Pender Street, Vancouver, B.C. V6C3L6
6. The name of the corporation's registered agent in Alaska, and the agent's
physical address (a mailing address must also be given if different from
the physical address): H. VAN Z. LAWRENCE, Attorney at law, 751 Seventh
Avenue,Suite B, Fairbanks, Alaska 99701
7. The purpose the corporation proposes to pursue in the transaction of
business in Alaska: Mining
SIC Code: Primary 1000 Secondary OTHER
-------- ---------
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8. The names and addresses of the directors and officers (attach list if
necessary):
DIRECTORS
1. James Bryce, 1402 Camelot Dr., W. Vancouver, B.C.
2. Arnie Miller, #507-1160 Haro St., Vancouver, B.C. V6E1E2
3. Colin Beveridge, 310 W. 28th, N. Vancouver, B.C. V7N2J1
George Anagnost, 3997 St.Petersburg St., Boulder,CO 80302
PR James Bryce, Same as Above
VP Arnie Miller, Same as Above
SY Colin Beveridge, Same as Above
TR
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9. Attach as Exhibit A the name and address of each alien affiliate and the
percentage of outstanding shares controlled by each alien affiliate, and a
specific description of the nature of the relationship between the
corporation and its alien affiliates. If none, indicate in the space
provided:
No alien affiliate Exhibit A attached See #8 Above
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10. The aggregate number of shares authorized to issue, itemized by classes,
classes, pas value of shares, shares without par value, and series, if any,
within a class. (attach list if necessary)
<TABLE>
<CAPTION>
NUMBER OF SHARES CLASS SERIES PAR VALUE PER SHARE
---------------- ----- ------ -------------------
<S> <C> <C> <C>
100,000,000 Common Voting ---- No Par Value
</TABLE>
11. The aggregate number of its issued shares, itemized by classes, par value
of shares, shares without par value, and series, if any, within a class.
(attach list if necessary)
<TABLE>
<CAPTION>
NUMBER OF SHARES CLASS SERIES PAR VALUE PER SHARE
---------------- ----- ------ -------------------
<S> <C> <C> <C>
9,877,350 Common Voting ---- No Par Values
</TABLE>
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12. The name and address of each person owning at least 5% of any class of
shares, AND THE PERCENTAGE OF THE SHARES or class of shares owned by that person
(attach list if necessary):
James Bryce 18% Common
See attached sheet
Dated December 9, 1998 ACHIEVA DEVELOPMENT CORPORATION
-------------------------------
Exact Corporate Name
By: /s/ JP Bryce
--------------------------------------
Its President or Vice President
and By: /s/ Colin Beveridge
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Its Secretary or Assistant Secretary
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Attachment to application for Certificate of Authority
Achieva Development Corporation
12. Trans-Orient Resources Ltd. 9% Common Stock
C/O The Givens Hall Bank
and Trust Limited
Genesis Building
P.O. Box 2097
Grand Cayman, British West Indies
Option Consulting Co. 7% Common Stock
C/O The Givens Hall Bank
and Trust Limited
Genesis Building
P.O. Box 2097
Grand Cayman, British West Indies
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Number: 302850
[crest]
BRITISH
COLUMBIA
CERTIFICATE
OF
GOOD STANDING
COMPANY ACT
I HEREBY CERTIFY that ACHIEVA DEVELOPMENT CORP., a company duly incorporated
under the laws of the Province of British is, according to the records of this
office, an existing company and is, with respect to filing of returns, in good
standing.
Issued under my hand at Victoria, British Columbia,
On November 10, 1998
/s JS Powell
JOHN S. POWELL
Registrar of Companies
PROVINCE OF BRITISH COLUMBIA
CANADA
[seal]
