Exhibit 19.1
UNANIMOUS WRITTEN CONSENT WITHOUT A MEETING OF
THE BOARD OF DIRECTORS
OF
XXXXXXXXXXXXXXXXXXXXX.XXX, INC.
The undersigned, being all the directors of Xxxxxxxxxxxxxxxxx.xxx, Inc.,
a Nevada Corporation (the "Corporation"), hereby consent to the adoption of
the following resolution by written consent without a meeting, pursuant to the
Nevada Revised Statues, as amended:
WHEREAS, a Reorganization Agreement (the "Agreement") was executed on
May 9, 2001, by and among IFAN and APO Health, Inc., a private New York
corporation ("APO"), and certain stockholders of APO Health, Inc.,
representing approximately 90% of the outstanding shares of the common stock,
par value $0.001 per share (the "Common Stock") of APO Health, Inc. At the
closing of the transactions contemplated by the Agreement, the current
stockholders of IFAN will own less than 20% of the outstanding shares of
Common Stock of IFAN and IFAN will own 100% of the existing business of APO
and all of the beneficial interests of APO; and
WHEREAS, the Corporation believes it is in the best interest of the
Corporation and the Corporation's shareholders to enact the following:
(1) approve the merger transaction with APO Health, Inc. ("APO"),
in which APO shareholders will receive sixteen million, six
hundred thousand (16,600,000) post reverse split shares of
the Corporation's common stock; and
(2) effectuate a 1-for-6 (1:6) reverse stock split in the
Corporation's outstanding common stock; and
(3) restate and amend the Company's Articles of Incorporation in
order to change its name from "Xxxxxxxxxxxxxxxxxxxxx.xxx,
Inc." to "APO Health, Inc."
WHEREAS, the Corporation has called for a shareholder's meeting on June
1, 2001, in order to effectuate the resolutions set forth herein and shall
request with Nasdaq that the reverse be effective June 4, 2001.
THEREFORE, BE IT RESOLVED, that the Reorganization Agreement of May 9,
2001, between the Corporation and APO Health, Inc., in the form annexed
hereto, be approved, ratified and adopted; and
BE IT FURTHER RESOLVED, that the Corporation effectuate a 1-for-6 (1:6)
reverse stock split in the Corporation's outstanding common stock; and
BE IT FURTHER RESOLVED, that the Corporation restate and amend the
Company's Articles of Incorporation in order to change its name from
"Xxxxxxxxxxxxxxxxxxxxx.xxx, Inc." to "APO Health, Inc."; and
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BE IT FURTHER RESOLVED, that the directors hereby approve and authorize
the above amendment of the Corporation's Articles of Incorporation and that
the officers of this Corporation are empowered and directed, in the name of
and on behalf of this Corporation, to execute and sign this written consent;
and the officers of this Corporation are empowered and directed in the name of
and on behalf of this Corporation to execute and deliver all documents, to
make all payments, and to perform any other act as may be necessary from time
to time to carry out the purposes and intent of these resolutions. All such
acts and doings of the directors and officers of this Corporation consistent
with the purposes of these resolutions are hereby authorized, approved,
ratified and confirmed in all respects.
DATED the 9th day of May, 2001.
/S/ Xxxxxxx Xxxxxxxx
_________________________________________
Xxxxxxx Xxxxxxxx, President & Sole Director
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