SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) August 5, 1999.
CONTINENTAL HERITAGE CORPORATION
(Exact name of Registrant as Specified in Charter)
Delaware 0-7633 75-1449332
(State or other jurisdiction) (Commission (IRS Employer
of incorporation File Number) Identification No.)
7674 W. Lake Mead Blvd., Suite 150, Las Vegas, Nevada 89117
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (702) 307-2010
Item 5. Other Events
On August 5, 1999, Continental Heritage Corporation (the "Company") held a
Special Meeting of Shareholders at the offices of the Company, 7674 W. Lake
Mead Blvd., Suite 150, Las Vegas, Nevada 89128. In that respect, the following
actions were taken:
Proposal 1: Amendment to the Certificate of Incorporation of the Company
changing the Company's name to VisionQuest Worldwide Holdings Corporation: By
affirmative vote of the holders of a majority of the outstanding shares of
Common Stock of the Company, the Amendment to the Certificate of Incorporation
changing the Company's name, was approved and ratified.
Proposal 2: Amendment to the Certificate of Incorporation of the Company
increasing the number of authorized shares of Common Stock, par value $0.10 per
share, from 10,000,000 shares to 150,000,000, par value $0.001 per share. By
affirmative vote of the holders of a majority of the outstanding shares of
Common Stock of the Company, the Amendment to the Certificate of Incorporation
increasing the number of Common Stock from 10,000,000 shares to 150,000,000 and
changing the par value from $0.10 per share to $0.001 per share, was approved
and ratified.
Exhibits
3.1 Certificate of Amendment to Certificate of Incorporation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Continental Heritage Corporation
(Registrant)
Date: August 11, 1999. By: /s/ Steve Gould
Steve Gould
President and Principal Officer
Executive Officer
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
Continental Heritage Corporation, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: The name of the corporation (hereinafter called the "Corporation") is
CONTINENTAL HERITAGE CORPORATION.
SECOND: That at a meeting of the Board of Directors of Continental Heritage
Corporation resolutions were duly adopted setting forth a proposed amendment of
the Certificate of Incorporation of said Corporation, declaring said amendment
to be advisable and calling a meeting of the stockholders of said Corporation
for consideration thereof. The resolutions setting forth the proposed
amendment are as follows:
RESOLVED, that the Certificate of Incorporation of this Corporation be amended
by changing the Article thereof numbered "FIRST" so that, as amended, said
Article shall be and read as follows:
The name of the Corporation is VisionQuest Worldwide Holdings Corporation
and further
RESOLVED, that the Certificate of Incorporation of this Corporation be amended
by changing the Article thereof numbered "FOURTH A General Authorization" so
that, as amended, said Article shall be and read as follows:
The authorized capital of the Corporation shall be One Million One Hundred
Fifty Thousand ($1,150,000) Dollars. The aggregate number of shares of all
classes of stock which the Corporation shall have authority to issue is One
Hundred Fifty-Two Million (152,000,000) shares consisting of:
(1) One Hundred Fifty million (150,000,000) shares of Common Stock, par value
$0.001 per share; and
(2) Two million (2,000,000) shares of Preferred Stock, par value $0.50 per
share.
THIRD: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said Corporation was duly called and
held upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.
FOURTH: That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said Continental Heritage Corporation has caused this
certificate to be signed this 5th day of August, 1999.
Continental Heritage Corporation
By: /s/Steve Gould
Steve Gould, President
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