Exhibit No. 2
Form 8-K
CirTran Corporation
File No. 33-13674-LA
CERTIFICATE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
VERMILLION VENTURES, INC.
(Changing its name herein to CirTran Corporation)
The following certificate of amendment to the articles of
incorporation of VERMILLION VENTURES, INC., is adopted pursuant
to the provisions of Sections 78.385 and 78.390 of the Nevada
Revised Statutes. We, the undersigned, as president and
secretary of said Corporation, do hereby certify:
ARTICLE 1. That the board of directors of the
Corporation duly adopted on July 6, 2000, in accordance with
Section 78.315 of the Nevada Revised Statutes, resolutions to
amend the articles of incorporation as follows:
(a) The Articles of Incorporation are hereby amended by
striking Article I in its entirety and replacing therefor:
ARTICLE I
CORPORATE NAME
The name of the Corporation is:
CirTran Corporation
(b) The Articles of Incorporation are hereby amended by
adding the following paragraph to Article IV.
CAPITALIZATION:
The Corporation elects not to be governed by the
terms and provisions of Sections 78.378 through
78.3793, inclusive, and Sections 78.411 through 78.444,
inclusive, of the Nevada Revised Statutes, as the same
may be amended, superseded, or replaced by any
successor section, statute, or provision. No amendment
to these Articles of Incorporation, directly or
indirectly, by merger or consolidation or otherwise,
having the effect of amending or repealing any of the
provisions of this paragraph shall apply to or have any
effect on any transaction involving acquisition of
control by any person or any transaction with an
interested stockholder occurring prior to such
amendment or repeal.
(c) The Articles of Incorporation are hereby amended by adding
the following paragraph to Article VII. DIRECTORS:
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A director or officer of the Corporation shall
have no personal liability to the Corporation or its
stockholders for damages for breach of fiduciary duty
as a director or officer, except for damages for breach
of fiduciary duty resulting from (a) acts or omissions
which involve intentional misconduct, fraud, or a
knowing violation of law, or (b) the payment of
dividends in violation of section 78.300 of the Nevada
Revised Statutes as it may from time to time be amended
or any successor provision thereto.
ARTICLE 2. That the foregoing amendments to the Articles
of Incorporation were duly adopted by a majority consent of the
stockholders of the Corporation dated July 6, 2000, pursuant to
Section 78.320 of the Nevada Revised Statutes; as of July 6,
2000, the date of the majority consent, the number of shares of
the Corporation issued and outstanding and entitled to vote on
the foregoing amendments to the Articles of Incorporation without
distinction as to class was 10,143,567 shares of common stock;
and, stockholders of the Corporation holding 9,200,000 shares of
common stock, which is greater than a majority of the 10,143,567
issued and outstanding shares, executed the majority consent.
DATED this 11th day of July, 2000.
ATTEST VERMILLION VENTURES, INC.
/s/ Iehab J. Hawatmeh, Secretary By /s/ Iehab J. Hawatmeh, President
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
I, Lori McGee, a notary public, hereby certify that on the
11th day of July, 2000, appeared before me Iehab J. Hawatmeh,
personally known to me to be the president and secretary of
Vermillion Ventures, Inc., and, who being by me first duly sworn,
severally declared and acknowledged that he is the person who
signed the foregoing document as the president and secretary of
the afore-mentioned corporation and that the statements therein
contained are true.
/s/ NOTARY PUBLIC
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ARTICLES OF INCORPORATION
OF
VERMILLION VENTURES, INC.
I, THE UNDERSIGNED, natural person, acting as incorporator
of a Corporation under Nevada's General Corporations Law
(hereinafter called the Act), adopt the following Articles of
Incorporation for such Corporation.
ARTICLE I
CORPORATE NAME
The name of the Corporation is:
VERMILLION VENTURES, INC.
ARTICLE II
DURATION OF CORPORATION
The duration of this corporation is "perpetual".
ARTICLE III
CORPORATE PURPOSES
The purpose for which this corporation is organized is to do
all things and engage in all lawful transactions which a
corporation under the laws of the State of Nevada night do or
engage in.
ARTICLE IV
CAPITALIZATION
The aggregate number of shares which this Corporation shall
have authority to issue is 500,000,000 Common Shares having a par
value of $.001 per share. Each share of stock shall entitle the
holder thereof to one (1) vote on each matter submitted to a vote
at a meeting of the shareholders. All stock of the Corporation
shall be of the same class and shall have the same rights and
preferences. The capital stock of the Corporation shall be issued
as fully paid, and the private property of the shareholders shall
not be liable for the debts, obligations or liabilities of the
Corporation. Fully paid stock of this Corporation shall not be
liable to any further call or assessment.
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ARTICLE V
VOTING RIGHTS
At every meeting of the shareholders, every holder of the
Common Stock shall be entitled to one (1) vote for each share of
Common Stock registered in his name on the stock transfer books
of the Corporation except in the extent that the voting rights of
the shares are limited or denied by the Act. At each election for
Directors, every such holder of the Common Stock shall have the
right to vote, in person or by proxy, the number of shares owned
by him for each Director to be elected and for whose election he
has a right to vote, but the shareholder shall have no right to
accumulate his or its votes with regard to such election.
ARTICLE VI
PRINCIPAL OFFICE AND AGENT
The address of this Corporation's initial registered office
and name of its original registered agent at such address is:
Gateway Enterprises, Inc.
2050 Ellis Way
Elko County
Elko, Nevada
ARTICLE VII
DIRECTORS
The Board of Directors shall consist of not less than three
(3) members. The Board of Directors may from time to time
determine the number of Board members. The names and addresses of
persons who are to serve as Directors until the first meeting of
the stockholders, or until their successors be elected and
qualify are:
Brian L. Johnson
1860 Oakmead Drive #11
Concord, CA 94520
Kari B. Rojas
5472 F RoundTree Plaza
Concord, CA 94521
Racine Linville
325 West 100 North Circle #1B
American Fork, Utah 84003
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ARTICLE VIII
INCORPORATOR
The name and address of the Incorporator is:
Racine Linville
325 West 100 North Circle #1B
American Fork, Utah 84003
ARTICLE IX
PREEMPTIVE RIGHTS ABOLISHED
Shareholders shall have no preemptive rights.
DATED this 16th day of March, 1987.
/s/ Racine Linville, Incorporator
STATE OF UTAH )
)ss.
COUNTY OF UTAH )
I, THE UNDERSIGNED, a Notary Public, hereby certify that
Racine Linville personally appeared before me, who being by me
first duly sworn severally declared that she is the person who
signed the foregoing document as incorporator and that the
statements therein contained are true.
DATED this 16th day of March, 1987.
/s/ Notary Public
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