-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WZYr4w70W+OUfQMN4rR6boz0+oydWMxC3dfg+QV+nH/1CIE8vxtsryOvLuqzw+Jl 9wQXeSSzgNwQkpMhKBBkUQ== 0001165527-08-000264.txt : 20080515 0001165527-08-000264.hdr.sgml : 20080515 20080514182429 ACCESSION NUMBER: 0001165527-08-000264 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080430 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080515 DATE AS OF CHANGE: 20080514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CANTOP VENTURES, INC. CENTRAL INDEX KEY: 0001328769 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 202414965 FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52296 FILM NUMBER: 08833354 BUSINESS ADDRESS: STREET 1: 1045 PEPPER LANE CITY: FERNLEY STATE: NV ZIP: 89408 BUSINESS PHONE: (604) 805-6340 MAIL ADDRESS: STREET 1: 1045 PEPPER LANE CITY: FERNLEY STATE: NV ZIP: 89408 8-K 1 g2364.txt CURRENT REPORT DATED 4-30-08 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 (Date of Earliest Event Reported): April 30, 2008 Cantop Ventures, Inc. Nevada (State or Other Jurisdiction of Incorporation) 0001328769 (Commission File Number) 20-2414965 (I.R.S. Employer Identification No.) 564 Wedge Lane Fernley, NV 89408 (Address of Principal Executive Offices) (Zip Code) (604) 805-6340 (Registrant's Telephone Number, Including Area Code) This Current Report on Form 8-K is filed by Cantop Ventures, Inc., a Nevada corporation (the "Company"), in connection with the items set forth below. Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. On March 20, 2008, the stockholders holding a majority of the shares of Cantop Ventures, Inc. (the Company") outstanding common stock approved an amendment and restatement of the Company's Articles of Incorporation to include the following changes: 1) Amendment to our Articles of Incorporation to change the name of the Company from Cantop Ventures, Inc. to Wolf Resources, Inc. 2) Amendment to our Articles of Incorporation to vest authority in the board of directors to prescribe, the classes, series and the number of each class or series of stock and the voting powers, designations, preferences, limitations, restrictions and relative rights of each class or series of stock. In addition, certain provisions of the original Articles of Incorporation which were no longer required were deleted. The Company's Amended and Restated Certificate of Incorporation became effective upon its filing with the Secretary of State of the State of Delaware on April 30, 2008. The proposal to adopt the Amended and Restated Certificate of Incorporation was previously disclosed in a Definitive Proxy Statement filed with the Securities and Exchange Commission on April 11, 2008. A copy of the Amended and Restated Articles of Incorporation is attached hereto as Exhibit 3.1 and incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS 3.1 Amended and Restated Articles of Incorporation filed April 30, 2008. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Cantop Ventures, Inc. Date: May 14, 2008 By: /s/ Christopher Paterson ----------------------------- Christopher Paterson President 2 EX-3.1 2 ex3-1.txt AMENDED & RESTATED ARTICLES Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CANTOP VENTURES, INC. Cantop Ventures Inc., a corporation organized and existing under the Laws of the State of Nevada, (the "Corporation"), pursuant to NRS 78.403, upon approval of its Board of Directors and approval by a majority of its shareholders, does hereby adopt the following as its Articles of Incorporation, replacing in their entirety, the Corporation's present Articles of Incorporation. The Corporation's Articles of Incorporation of the Corporation are hereby amended and restated in its entirety to read as follows: I The name of the Corporation is Wolf Resources, Inc. (the "Corporation"). II The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the general corporation law of the State of Nevada. III This Corporation is authorized to issue two classes of shares of stock, which shall be designated "Common Stock" and "Preferred Stock." Common Stock. The total number of shares of Common Stock that is authorized is ONE HUNDRED MILLION (100,000,000), with $.001 par value. Such Common Stock may be issued by the Corporation from time to time by the Board of Directors thereof. The holders of the Common Stock shall be entitled to one (1) vote for each share held by them. Preferred Stock. The total number of such shares of Preferred Stock that is authorized is TWENTY MILLION (20,000,000), with $.001 par value. The Board of Directors of the Corporation shall have authority to prescribe and issue the Preferred Stock in one or more series and to prescribe the number of shares constituting and the designation of each such series of Preferred Stock and the rights, voting powers, designations, preferences, privileges, limitations, restrictions, and relative rights of each such series of Preferred Stock including, without limitation, dividend rights, dividend rates, conversion rights, terms of redemption (including sinking fund provisions), redemption prices, and liquidation preferences; provided, however, that, if more than one series of Preferred Stock is issued, the Board of Directors shall, by resolution, prescribe a distinguishing designation for each such series; and provided, further, that the rights prescribed by the Board of Directors with respect to voting powers, designations, preferences, limitations, restrictions, relative rights, and distinguishing designations must be described in a resolution of the Board of Directors prior to the issuance of such shares and a certificate describing such rights must be filed in accordance with Nevada law. The capital stock of this Corporation, after the amount of the subscription price has been paid in cash or in kind, shall be deemed as fully paid and the holder of any share or shares shall not be liable for any further payment thereof. Said shares shall not be subject to assessment for the debts of the corporation, nor will they be assessable by the Company. IV In furtherance and not in limitation of the powers conferred by the laws of the State of Nevada, the Board of Directors of the Corporation is expressly authorized and empowered to make, alter or repeal the Bylaws of the Corporation, subject to the power of the stockholders of the Corporation to alter or repeal any Bylaw made by the Board of Directors. V The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provisions contained in this Amended and Restated Articles of Incorporation; and other provisions authorized by the laws of the State of Nevada at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privilege of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Amended and Restated Articles of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article. VI The Corporation shall, to the fullest extent permitted by Section 78.403 of the Nevada Revised Statutes, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities and other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. 2 No person shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; PROVIDED, HOWEVER, that the foregoing shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under the Nevada Revised Statutes or (iv) for any transaction from which the director derived an improper personal benefit. IN WITNESS WHEREOF, Cantop Ventures, Inc. has caused this Amended and Restated Articles of Incorporation to by signed by its President and attested by its Secretary this 16th day of April, 2008. /s/ Christopher Paterson ---------------------------------- Christopher Paterson, President Attest: /s/ Christopher Paterson - ------------------------------------- Christopher Paterson, Secretary 3 -----END PRIVACY-ENHANCED MESSAGE-----