SECRETARY OF STATE
STATE OF NEVADA
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that CACTUS SPINA, INC. did on APRIL 16, 1996, file in this
office the original Articles of Incorporation; that said Articles are now on
file and of record in the office of the Secretary of State of the State of
Nevada, and further, that said Articles contain all the provisions required by
the law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed the Great Seal of State, at my office,
in Las Vegas, Nevada, on JANUARY 25, 1999.
/s/ Dean Heller
Secretary of State
By /s/ Delaina Marzullo
Certification Clerk
<PAGE>
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION
(After Issuance of Stock)
CACTUS SPINA, INC.
Name of Corporation
The undersigned, James E. Pitochelli, President and Secretary of Cactus
Spina, Inc., does hereby certify:
That the Board of Directors of said corporation at a meeting duly convened,
held on the 12th day of January, 1999, adopted a Resolution to amend the
original Articles of Incorporation as follows:
RESOLVED: That the number of shares of the corporation outstanding and
entitled to vote on an amendment to the Articles of Incorporation is
100,000,000;
RESOLVED: That the authorized stock of the company be and is hereby amended
as follows: 100,000,000 shares of Common Stock with a par value of .001 per
share
RESOLVED: That the said change(s) and amendment have been consented to and
approved by a majority vote of the stockholders holding at least a majority
of each class of stock outstanding and entitled to vote thereon.
/s/ JAMES E. PITOCHELLI
----------------------
James E. Pitochelli
President
/s/ JAMES E. PITOCHELLI
----------------------
James E. Pitochelli
Secretary
STATE OF NEVADA
COUNTY OF CLARK
On this 25th day of January, 1999, personally appeared before me, a Notary
Public, the following named individual, James E. Pitochelli, President and
Secretary of Cactus Spina, Inc., who acknowledged that he executed the above
instrument.
/s/ COLETTE THORNE
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Colette Thorne
Notary Public
(Notary Seal)
