UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: December 2, 1999
PROFESSIONAL WRESTLING ALLIANCE CORPORATION
-------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE
--------
(State or other jurisdiction of incorporation or organization)
33-24108D 87-045382
--------- --------
(Commission File Number) (IRS Employer Identification Number)
C/O LELAND STRINGER, PRESIDENT
5353 NOBLE AVENUE
VAN NUYS, CALIFORNIA 91411
(Address of principal executive offices)
(818) 986-7431
(Registrant's telephone number, including area code)
JUTLAND ENTERPRISES, INC.
268 WEST 400 SOUTH, SUITE 300
SALT LAKE CITY, UTAH, 84101
(801) 575-8073
(Former name or address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On November 23, 1999, shareholders of The Professional Wrestling
Alliance ("PWA") entered into a Stock Acquisition Agreement with the Registrant.
Pursuant to the Agreement all of the shares of PWA are to be transferred to the
Registrant in exchange for the transfer to the shareholders of 60,000,000 shares
of the Registrant's common stock. Various payments of stock to consultants and
others that worked to bring about this acquisition are under discussion and
negotiation. These changes would result in the shareholders of PWA holding
60,000,000 shares of the common stock of Registrant or 92.74% of the outstanding
shares of common stock. Hudson's holdings would total 2,246,000 or 3.47% of the
outstanding shares of common stock, down from 57.7% prior to the change of
control. Richard Surber's personal holding would remain at 800,000 shares and
decrease his holdings to 1.23% No other shareholder would hold more than 4% of
the outstanding stock after the exercise of the stated options.
In exchange for the transfer to the shareholders of PWA, 100% ownership
of PWA was transferred to the Registrant and PWA will function as a wholly owned
subsidiary and be the principle operating entity of the Registrant. PWA held
less than $10,000 in assets at the time of acquisition. PWA intends to promote
and produce professional wrestling events, combining musical acts and
professional wrestling matches for live audiences and television, including pay
per view events.
After the change in control new officers and directors were chosen for
the Registrant as follows: Leland Stringer, President and director, Barry
Vichnick, Vice-President and director, and Pamela Nissen, Treasurer, Secretary
and director.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
As set forth in the attached Stock Acquisition Agreement the Registrant
has acquired ownership of The Professional Wrestling Alliance, ("PWA") a Nevada
corporation. PWA will function as a wholly owned subsidiary and be the principle
operating entity of the Registrant. PWA held less than $10,000 in assets at the
time of acquisition. PWA intends to promote and produce professional wrestling
events, combining musical acts and professional wrestling matches for live
audiences and television, including pay per view events. PWA has signed
contracts to conduct events at the Oakland Alameda Coliseum on December 18, 1999
and at the Los Angeles Sports Arena on February 10, 2000. Celebrity ring
announcers and commentary contracts have been signed with Paulie Shore, Tommy
Chong, Paul Rodriguez and Lou Diamond Phillips. Contracts are also signed for
the ten professional female wrestlers scheduled to appear at these events.
ITEM 5. OTHER EVENTS
CHANGE OF NAME OF REGISTRANT
Registrant, to reflect the change of control and the plan of operations
for the company, has elected to change its name from Jutland Enterprises, Inc.
to Professional Wrestling Alliance Corporation and remain a Delaware
corporation. Its subsidiary corporation, a Nevada corporation "The Professional
Wrestling Alliance", will be the primary operating entity for the Registrant.
AUTHORIZED SHARES OF COMMON STOCK OF REGISTRANT.
On November 10, 1999, the Registrant by consent of its Majority
shareholder, Hudson Consulting Group, Inc. ("Hudson") authorized the increase of
the number of its authorized common shares to 200,000,000 from 50,000,000. This
increase was taken to facilitate the transfer of control of the Registrant as
reported below. Amendment to the Articles of Incorporation have been filed with
the State of Delaware and the increase was made effective as of the
registration.
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The existing Directors approved the action of the majority shareholder
in increasing the number of authorized shares of common stock by resolution
dated November 10, 1999.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
The following exhibit are included:
a) Stock Acquisition Agreement dated November 23. 1999, by and between
Registrant and Leland L. Stringer, Barry Vichnick, Allen Nelson
and Pamela Nissen, shareholders of The Professional Wrestling
Alliance.
b) Shareholder Consent to Action Without a Meeting for increasing the
authorized number of common shares, dated November 10, 1999.
c) State of Delaware Certificate of Amendment of Certificate of
Incorporation to increase the authorized number of common shares to
200,000,000 and to change the name of the Registrant to Professional
Wrestling Alliance Corporation.
d) Unanimous Written Consent to Action Without a Meeting, Resolution of
the Board of Directors appointing new officers and directors.
e) Financial Statements to be filed with an amendment hereto within
sixty (60) days.
Pursuant to the requirement of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December 2, 1999
Jutland Enterprises, Inc. - Professional Wrestling Alliance Corporation
BY: /s/
-------------------------------
Name: Leland Stringer
Title: President
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STOCK ACQUISITION AGREEMENT
BETWEEN
Jutland Enterprises, Inc.
AND
Leland L. Stringer, Barry Vichnick,
Allen Nelson and Pamela Nissen
Shareholders
of
The Professional Wrestling Alliance
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ACQUISITION AGREEMENT
TABLE OF CONTENTS
Purchase and Sale.............................................................2
Purchase Price................................................................2
Warranties and Representations of Shareholders................................2
Warranties and Representations of Jutland.....................................5
Term..........................................................................6
The Common Shares.............................................................6
Conditions Precedent to Closing...............................................6
Termination...................................................................7
Exhibits......................................................................7
Miscellaneous Provisions......................................................7
Closing.......................................................................7
Governing Law.................................................................8
Counterparts..................................................................8
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STOCK ACQUISITION AGREEMENT
THIS ACQUISITION AGREEMENT DATED NOVEMBER , 1999, by, between and among
Jutland Enterprises, Inc., a Delaware Corporation ("Jutland"), and Leland L.
Stringer, Barry Vichnick, Allen Nelson and Pamela Nissen, shareholders of The
Professional Wrestling Alliance, a Nevada corporation, ("Shareholders").
WHEREAS, Shareholders hold a one hundred percent ownership interest in
The Professional Wrestling Alliance ("TPWA" or "PWA") through their holdings in
the common stock of such corporation; and
WHEREAS, Shareholders desire to sell and Jutland desires to purchase
one hundred percent ownership of The Professional Wrestling Alliance;
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties herein contained, the parties hereby agree as
follows:
I. PURCHASE AND SALE. Shareholders hereby agree to sell, transfer, assign
and convey to Jutland and Jutland hereby agrees to purchase and acquire
from Shareholders, one hundred percent of the ownership interest in The
Professional Wrestling Alliance, (the "PWA Transfer Shares").
II. PURCHASE PRICE. The aggregate purchase price to be paid to Shareholders
for the PWA TRANSFER SHARES SHALL BE SIXTY MILLION (60,000,000) shares
of the common stock of Jutland, which shall be transferred to the
Shareholders of TPWA on a pro rata basis as identified in Exhibit "A"
hereto.
III. WARRANTIES AND REPRESENTATIONS OF SHAREHOLDERS. In order to induce
Jutland to enter into the Agreement and to complete the transaction
contemplated hereby, Shareholders warrants and represents to Jutland
that:
A. ORGANIZATION AND STANDING. The Professional Wrestling
Alliance is a corporation duly --------------------------
organized, validly existing and in good standing under the
laws of the State of its incorporation, is qualified to do
business as a foreign corporation in every other state or
jurisdiction in which it operates to the extent required by
the laws of such states and jurisdictions, and have full
power and authority to carry on its business as now
conducted and to own and operate its assets, properties and
business No changes to TPWA's Certificate of Incorporation,
amendments thereto and By laws of TPWA will be made before
the Closing.
B. CAPITALIZATION. As of November 1, 1999, the TPWA shares
constitute one hundred (100%) percent of the equity capital
of shareholders in TPWA, which includes, inter alia, one
hundred (100%) percent of TPWA's voting power, right to
receive
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dividends, when, as and if declared and paid, and the right
to receive the proceeds of liquidation attributable to the
common stock, if any.
C. OWNERSHIP OF THE TRANSFER SHARES. As of the Date hereof,
Shareholders are the sole owners of the Transfer Shares,
free and clear of all liens, encumbrances and restrictions
of any nature whatsoever, except by reason of the fact that
the Transfer Shares will not have been registered under the
"33 Act, or any applicable State Securities laws.
D. TAXES. TPWA has filed all federal, state and local income
or other tax returns and reports that it is required to file
with all governmental agencies, wherever situate, and has
paid or accrued for payment all taxes as shown on such
returns, such that a failure to file, pay or accrue will not
have a material adverse effect on TPWA.
E. PENDING ACTIONS. There are no material legal
actions,lawsuits, proceedings or ----------------
investigations, either administrative or judicial, pending
or to the knowledge of Shareholders threatened, against or
affecting TPWA. TPWA is not in violation of any law,
material ordinance or regulation of any kind whatever,
including, but not limited to laws, rules and regulations
governing the sale of its products, the '33 Act, the
Securities Exchange Act of 1934, as amended (the "34 Act")
the Rules and Regulations of the U.S. Securities and
Exchange Commission ("SEC"), or the Securities Laws and
Regulations of any state.
F. GOVERNMENTAL REGULATION. TPWA holds the licenses and
registrations set forth on ------------------------ Exhibit
"E" hereto from the jurisdictions set forth therein, which
licenses and registrations are all of the licenses and
registrations necessary to permit the Corporation to conduct
its current business. All of such licenses and registrations
are in full force and effect, and there are no proceedings,
hearings or other actions pending that may affect the
validity or continuation of any of them. No approval of any
other trade or professional association or agency of
government other than as set forth on Exhibit "E" is
required for any of the transactions effected by this
Agreement, and the completion of the transactions
contemplated by the Agreement will not, in and of
themselves, affect or jeopardize the validity or
continuation of any of them.
G. OWNERSHIP OF ASSETS. Shareholders have good, marketable
title, without any liens or encumbrances of any nature
whatever, to the Transfer Shares to be transferred to
Jutland, which shares represent not less than One Hundred
(100%) percent ownership of TPWA.
H. NO DEBT OWED BY TPWA TO SHAREHOLDERS. TPWA does not owe
any money, securities, or property to either the
Shareholders of TPWA or any member of the families or to any
company controlled by such a person, directly or indirectly.
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I. CORPORATE RECORDS. All of TPWA's books and records,
including, without limitation, its books of account,
corporate records, minute book, stock certificate books and
other records of TPWA are up-to-date, complete and reflect
accurately and fairly the conduct of its business in all
material respects since its date of incorporation.
J. NO MISLEADING STATEMENTS OR OMISSIONS. Neither the
Agreement nor any financial statement, exhibit, schedule or
document attached hereto or presented to Jutland in
connection herewith, contains any materially misleading
statement, or omits any fact or statement necessary to make
the other statements or facts therein set forth not
materially misleading.
K. VALIDITY OF THE AGREEMENT. All corporate and other
proceedings required to be taken -------------------------
by TPWA in order to enter into and to carry out the
Agreement have been duly and properly taken. No corporate or
other action on the part of TPWA is required in connection
with this Agreement, or the transaction contemplated herein.
The Agreement has been duly executed by Shareholders, and
constitutes the valid and binding obligation of
Shareholders, except to the extent limited by applicable
bankruptcy, reorganization, insolvency, moratorium or other
laws relating to or affecting generally the enforcement of
creditors rights. The execution and delivery of the
Agreement and the carrying out of its purposes will not
result in the breach of any of the terms or conditions of,
or constitute a default under or violate TPWA's Certificate
of Incorporation or document of undertaking, oral or
written, to which TPWA is a party or is bound or may be
affected, nor will such execution, delivery and carrying out
violate any order, writ, injunction, decree, law, rule or
regulation of any court, regulatory agency or other
governmental body; and the business now conducted by Hudson
and/or Jutland Inc. can continue to be so conducted after
completion of the transaction contemplated hereby.
L. ENFORCEABILITY OF THE AGREEMENT. When duly executed and
delivered, the Agreement --------------------------------
and the Exhibits hereto which are incorporated herein and
made a part hereof are legal, valid, and enforceable by
Jutland and Shareholders according to their terms, except to
the extent limited by applicable bankruptcy, reorganization,
insolvency, moratorium or other laws relating to or
affecting generally the enforcement of creditors rights and
that at the time of such execution and delivery, Jutland
will have acquired title in and to the Transfer Shares free
and clear of all claims, liens and encumbrances.
M. ACCESS TO BOOKS AND RECORDS. Jutland has been granted
full and free access to the books of TPWA during the course
of this transaction prior to Closing.
O. TPWA'S FINANCIAL STATEMENTS. TPWA's Balance Sheet and
Profit and Loss statement for the year, attached hereto as
Exhibit "H", accurately describe TPWA's financial position
as of the dates thereof, in accordance with applicable legal
and accounting requirements.
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P. TPWA'S FINANCIAL CONDITION. Prior to the Closing, TPWA will have
no more than $ 10,000 in assets and $100 of liabilities.
IV. WARRANTIES AND REPRESENTATIONS OF JUTLAND. In order to induce
Shareholders to enter into the Agreement and to complete the
transaction contemplated hereby, Jutland warrants and represents to
Shareholders that:
A. ORGANIZATION AND STANDING. Jutland is a corporation duly
organized, validly existing and in good standing under the laws
of the state of Delaware, is qualified to do business as a
foreign corporation in every other state in which it operates to
the extent required by the laws of such states, and has full
power and authority to carry on its business as now conducted and
to own and operate its assets, properties and business.
B. NO PENDING ACTIONS. There are no legal actions, lawsuits,
proceedings or ------------------- investigations, either
administrative or judicial, pending or threatened, against or
affecting Jutland, or against any of Jutland's officers or
directors and arising out of their operation of Jutland, except
as set forth in its audited financial statements as attached
hereto. Jutland has been in compliance with, and has not received
notice of violation of any law, ordinance or regulation of any
kind whatever, including, but not limited to, the '33 Act, the
'34 Act, the Rules and Regulations of the SEC or the Securities
Laws and Regulations of any state.
C. CORPORATE RECORDS. All of Jutland's books and records, including
without limitation, its book of account, corporate records,
minute book, stock certificate books and other records are
up-to-date, complete and reflect accurately and fairly the
conduct of its business in all respects since its date of
incorporation.
D. NO MISLEADING STATEMENTS OR OMISSIONS. Neither the Agreement nor
any financial statement, exhibit, schedule or document attached
hereto or presented to Shareholders in connection herewith
contains any materially misleading statement, or omits any fact
or statement necessary to make the other statements of facts
therein set forth not materially misleading.
E. VALIDITY OF THE AGREEMENT. All corporate action and proceedings
required to be taken -------------------------- by Jutland in
order to enter into and to carry out the Agreement have been duly
and properly taken. The Agreement has been duly executed by
Jutland, and constitutes a valid and binding obligation of
Jutland. The execution and delivery of the Agreement and the
carrying out of its purposes will not result in the breach of any
of the terms or conditions of, or constitute a default under or
violate, Jutland's Certificate of Incorporation or By-Laws, or
any agreement, lease, mortgage, bond, indenture, license or other
document or undertaking, oral or written, to which Jutland
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is a party or is bound or may be affected, nor will such
execution, delivery and carrying out violate any order, writ,
injunction, decree, law, rule or regulation of any court
regulatory agency or other governmental body.
F. ENFORCEABILITY OF THE AGREEMENT. When duly executed and
delivered, the Agreement and the Exhibits hereto which are
incorporated herein and made a part hereof are legal, valid,
and enforceable by Shareholders according to their terms, and
that at the time of such execution and delivery, Jutland will
have acquired good, marketable title in and to the Transfer
Shares acquired pursuant hereto, free and clear of all liens
and encumbrances
V. TERM. All representations, warranties, covenants and agreements made herein
and in the exhibits attached hereto shall survive the execution and
delivery of the Agreement and payment pursuant thereto.
VI. THE COMMON SHARES. All of the Jutland Common Shares shall be validly
issued, fully-paid ------------------ and non-assessable shares of Jutland
Common Stock, with full voting rights, dividend rights, and the right to
receive the proceeds of liquidation, if any, as set forth in Jutland's
Articles of Incorporation. All of the TPWA Common Shares shall be validly
issued, fully-paid and non-assessable shares of TPWA Common Stock, with
full voting rights, dividend rights, and the right to receive the proceeds
of liquidation, if any, set forth in TPWA's Articles of Incorporation. All
of the parties agree and covenant that they will not vote their shares of
Jutland Common Stock in favor of any plan for a reverse split of the common
stock or other plan or proposal to reduce the number of shares held by the
parties hereto for a period of twenty four months from the execution
hereof.
VII. CONDITIONS PRECEDENT TO CLOSING.
A. The obligations of Shareholders under the Agreement shall be
and are subject to fulfillment, prior to or at the Closing of
each of the following conditions:
1. That Jutland and it's management representations and
warranties contained herein shall be true and correct
at the time of closing date as if such
representations and warranties were made at such
time;
2. That Jutland and its management shall have performed
or complied with all agreements, terms and conditions
required by the Agreement to be performed or complied
with by them prior to or at the time of Closing;
B. The obligations of Jutland under the Agreement shall be and
are subject to fulfillment, prior to, at the Closing or
subsequent to the Closing of each of the following conditions:
1. That Shareholders's representations and warranties
contained herein shall be true and correct at the
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time of Closing as if such representations and
warranties were made at such time; and
2. That Shareholders shall have performed or complied
with all agreements, terms and conditions required by
the Agreement to be performed or complied with by it
prior to or at the time of Closing.
3. That the parties jointly and severally indemnify and
hold harmless Jutland's former officers, directors,
agents and affiliates against any claims or
liabilities, including reasonable attorney's fees and
other reasonable defense costs incurred in defending
such claims or liabilities, resulting from any claims
or liabilities asserted against them as to any
material misrepresentation or omissions in the
Agreement made by any party hereto.
VIII. TERMINATION. The Agreement may be terminated at any time before or;
at Closing, by: ------------
A. The mutual agreement of the parties;
B. Any party if:
1. Any provision of the Agreement applicable to a party
shall be materially untrue or fail to be
accomplished.
2. Any legal proceeding shall have been instituted or
shall be imminently threatening to delay, restrain or
prevent the consummation of the Agreement.
Upon termination of the Agreement for any reason, in accordance with the terms
and conditions set forth in this paragraph, each said party shall bear all costs
and expenses as each party has incurred and no party shall be liable to the
other.
IX. EXHIBITS. All Exhibits attached hereto are incorporated herein by this
reference as if they were set forth in their entirety.
X. MISCELLANEOUS PROVISIONS. This Agreement is the entire agreement
between the parties in respect of the subject matter hereof, and there
are no other agreements, written or oral, nor may the Agreement be
modified except in writing and executed by all of the parties hereto.
The failure to insist upon strict compliance with any of the terms,
covenants or conditions of the Agreement shall not be deemed a waiver
or relinquishment of such right or power at any other time or times.
XI. CLOSING. The Closing of the transactions contemplated by the Agreement
("Closing") shall take place at 1:00 P.M. on December 15, 1999. The
Closing shall occur at the offices of Hudson located at 268 West 400
South, Salt Lake City, Utah 84101 or such other date and
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place as the parties hereto shall agree upon. At the Closing, all of
the documents and items referred to herein shall be exchanged.
XII. GOVERNING LAW. The Agreement shall be governed by and construed in
accordance with the internal laws of the State of Utah.
XIII. COUNTERPARTS. The Agreement may be executed in duplicate
facsimile counterparts, each of which shall be deemed an
original and together shall constitute one and the same
binding Agreement, with one counterpart being delivered to
each party hereto.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
as of the date and year above first written.
Jutland Enterprises, Inc. TPWA - Shareholders:
/s/ Richard Surber /s/
BY:------------------------------------- -----------------------
, its President Leland L. Stringer
The Professional Wrestling Alliance /s/
----------------------
Barry Vichnick
/s/
BY:------------------------------------- /s/
Leland L. Stringer, its President ----------------------
Allen Nelson
/s/
-----------------------
Pamela Nissen
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EXHIBIT "A"
Percentage ownersip of The Professional Wrestling Association
Leland Stringer 33%
Barry Vichnick 30%
Allen Nelson 25%
Pamela Nissen 12%
SHAREHOLDER CONSENT TO ACTION
WITHOUT A MEETING
The undersigned, representing a 57% shareholder of Jutland Enterprises,
Inc., a Delaware corporation (the "Corporation") as of April 7, 1999, hereby
consents to and authorizes the following actions effective November 12, 1999;
WHEREAS, the Corporation had been inactive for several years and its
operations have been minimal and the Corporation has been seeking to acquire
assets;
WHEREAS, Hudson Consulting Group, Inc. ("Hudson") has purchased a total
of Two Million Two Hundred Forty Six Thousand Two Hundred Twenty Four
(2,246,224) shares of the Corporation's common stock or approximately 57% of the
Corporation's non-treasury shares of the issued and outstanding shares of common
stock pursuant to a Stock Purchase Agreement entered into March 22, 1999;
WHEREAS, Hudson believes it to be in the best interest of the
Corporation to increase the number of its authorized shares of common stock from
Fifty Million (50,000,000) to Two Hundred Million (200,000,000) shares;
WHEREAS, Delaware General Corporation Law under ss.228. Consent of
stockholders or member in lieu of meeting, provides that
(a) Unless otherwise provided in the certificate of incorporation, any
action required by this chapter to be taken at any annual special
meeting of stockholders of a corporation, or any action which may be
taken at any annual or special meeting of such stockholders, may be
taken without a meeting, without prior notice and without a vote, if
consent or consents in writing setting forth the action so taken, shall
be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitles to vote thereon
were present and voted . . . .
WHEREAS, the Corporation's certificate of incorporation is not contra
to ss.228(a) of the Delaware General Corporation Law;
WHEREAS, the Corporation's By-Laws under Section 2.12 specifically
allow Written Consent to Action by Stockholders;
WHEREAS, Hudson's stock ownership is sufficient to effect the increase
in the authorized number of shares of common stock of the Corporation had all
shares eligible to vote been present at a meeting of stockholders;
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THEREFORE BE IT RESOLVED, that the undersigned Shareholder authorizes
the increase of the number of common shares of the Corporation to Two Hundred
Million (200,000,000) shares as of the effective date of this consent.
Hudson Consulting Group, Inc. ("Shareholder")
/s/
- ------------------------------------
Richard D. Surber, President
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STATE OF DELAWARE
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
O FIRST: That at a meeting of the Board of Directors of Jutland
Enterprises, Inc. resolutions were duly adopted setting forth proposed
amendments of the Certificate of Incorporation of said corporation,
declaring said amendment to be advisable and resulting in the entry of
Shareholder Consents to Action without a Meeting by the fifty seven
percent shareholder of said corporation approving the proposed actions.
The resolutions setting forth the proposed amendment is as follows:
O RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by changing the first paragraph of Article IV, "Authorized
Shares" so that, as amended, the first paragraph of the said Article
shall be and read as follows:
"The Corporation shall have authority to issue an aggregate of
205,000,000 shares, of which 5,000,000 shares shall be preferred stock,
$.001 par value (hereinafter the "Preferred Stock"), and 200,000,000
shares shall be common stock, par value $.001 (hereinafter the "Common
Stock"). The powers, preferences, and rights, and the qualifications,
limitations, or restrictions thereof, of the shares of stock of each
class and series which the Corporation shall be authorized to issue, is
as follows:"
O RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by changing Article I, "Name" so that, as amended Article I
shall be and read as follows:
"The name of the corporation (the "Corporation") shall be:
Professional Wrestling Alliance Corporation.
O SECOND: The necessary number of shares as required by statute were
voted in favor of the amendments.
O THIRD: That the said amendments were duly adopted in accordance with
the provisions of Section 228 of the General Corporation Law of the
State of Delaware.
O FOURTH: That the capital of said corporation shall not be reduced under
or by reason of said amendment.
BY: __/s/______________________
President and Director
NAME: RICHARD D. SURBER
UNANIMOUS WRITTEN CONSENT TO ACTION WITHOUT A MEETING
RESOLUTION OF THE BOARD OF DIRECTORS
OF
JUTLAND ENTERPRISES, INC.
The undersigned, constituting all members of the Board of Directors
(the "Board") of Jutland Enterprises, Inc., a Delaware corporation (the
"Corporation"), hereby adopt the following resolution this 19th day of November,
1999, by written consent to be effective immediately;
WHEREAS, the Board believes it is in the best interest of the
Corporation to appoint Leland Stringer as the President and a Director of the
Corporation; and
WHEREAS, Mr. Stringer is qualified and willing to accept an appointment
to serve as President and as a Director;
WHEREAS, the Board believes it is in the best interest of the
Corporation to appoint Barry Vichnick as the Vice-President and a Director of
the Corporation; and
WHEREAS, Mr. Vichnick is qualified and willing to accept an appointment
to serve as the Vice-President; and as a Director
WHEREAS, the Board believes it is in the best interest of the
Corporation to appoint Pamela Nissen as the Secretary and Treasurer and as a
Director of the Corporation; and
WHEREAS, Ms. Nissen is qualified and willing to accept an appointment
to serve as the Secretary and Treasurer and as a Director;
WHEREAS, the Board believes it is in the best interest of the Corp-
oration to appoint Allen Nelson as a Director of the Corporation; and
WHEREAS, Mr. Nelson is qualified and willing to accept an appointment
to serve as a Director
THEREFORE BE IT RESOLVED, that the Board hereby approves, authorizes,
and ratifies the appointment of Mr. Vichnick as the Vice-President and a
Director of the Corporation, Mr. Stringer as the President and a Director of the
Corporation, Mr. Nelson as a Director of the Corporation and Ms.Nissen as
Secretary and Treasurer and as a Director of the Corporation;
FURTHER RESOLVED, that the appropriate officers of the Corporation are
hereby authorized, empowered, and directed in the name of and on behalf of the
Corporation, to execute and deliver all such documents, instruments, schedules,
forms, and certificates, to make all such payments or perform all such acts and
things, and to execute and deliver all such other documents as may be necessary
from time to time in order to carry out the purpose and intent of this
resolution, that all of the acts and doings of any such officers that are
consistent with the purpose of this resolution are hereby authorized, approved,
ratified and confirmed in all respects.
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/s/ /s/
- ----------------------------- ----------------------------
Richard D. Surber, Director Saundra McFadden, Director
I, hereby, accept my position as I, hereby, accept my position as
President and Director. Vice-President and Director
/s/ /s/
- ------------------------- ----------------------------
Leland Stringer Barry Vichnick
I, hereby, accept my position as I hereby, accept my position as
Treasurer and Secretary. a Director
and Director.
/s/ /s/
- ------------------------ ----------------------------
Pamela Nissen Allen Nelson
