1. FORM AND YEAR OF ORGANIZATION Courtleigh Capital, Inc., a Kansas corporation was first incorporatedunder the laws of the state of Colorado as ANCR, Inc. on July 30, 1985. On July23, 1987, ANCR, Inc. changed its name to CEA Lab, Inc. and on October 16, 1995reincorporated in the State of Kansas as CEA Lab, Inc. On September 12, 1997, itamended its articles to change its name to Courtleigh Capital, Inc. CourtleighCapital, Inc. commenced trading during December, 1998 under the symbol CTLH onthe Over the Counter/BulletinBoard. On February 2, 1999, Courtleigh Capital,Inc. changed its name to StockUp.com, Inc. StockUp.com, Inc. a Kansascorporation, formerly Courtleigh Capital, Inc. was reincorporated in the stateof Nevada utilizing the name StockUp.com, Inc. (the term the "Company" shallrefer to the surviving Nevada corporation). The Company changed its tradingsymbol to SKUP effective as of February 22, 1999. 2. ANY BANKRUPTCY, RECEIVERSHIP OR SIMILAR PROCEEDING. Not Applicable. 3. ANY MATERIAL RECLASSIFICATION, MERGER, CONSOLIDATION, ORPURCHASE OR SALE OF A SIGNIFICANT AMOUNT OF ASSETS NOT IN THE ORDINARY COURSE OFBUSINESS. On February 22, 1999 certain computer hardware and office furnitureassets, valued at $368,178 were acquired by the Company in exchange for 4.5million shares of the Company. StockUp.com, Inc. a Kansas corporation wasreincorporated in the state of Nevada, by merging StockUp.com, Inc., a Nevadacorporation with StockUp.com, Inc., a Kansas corporation. StockUp-Nevada is thesurviving entity.
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