EXHIBIT
3.1  Amendments to Articles of
Incorporation
dated February 14, 2001 and April 2, 2001, attaching
Certificate of Creation of Series C Convertible Preferred Stock ARTICLES
OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF CALENDAR CAPITAL, INC.
INCIDENT TO REVERSE STOCK SPLIT BY BOARD

The undersigned, Paul D. Crawford,
Secretary of Calendar Capital, Inc., a Minnesota corporation, (the Company),
hereby certifies (i) that Article IV of the Companys Articles of Incorporation
has been amended to read in its entirety as follows:

ARTICLE IV.

4.01.     The number of shares that the corporation shall have authority
to issue, itemized by class, series, and par value of the shares, if any, is:

Class
  Shares
  Par ValueClass
  A Voting Common Stock
  700,000
  $0.01Series
  B Convertible Preferred Stock
  100,000
  $0.01Series
  C Convertible Preferred Stock
  200,000
  $0.01The shares of
Preferred Stock shall have the rights and preferences as adopted by resolutions
of the Board of Directors from time to time.

4.02.     The Board of Directors may, from time to time, establish by
resolution different classes or series of shares and may fix the relative
rights and preferences of said shares in any class or series.

4.03.     The Board of Directors shall have the authority to issue shares
of a class or series to holders of another class or series to effectuate share
dividends, splits, or conversion of its outstanding shares.

4.04.     No shareholder of this Corporation shall have any cumulative
voting rights.

4.05.     No shareholder of this Corporation shall have any preemptive
rights to subscribe for, purchase or acquire any shares of the Corporation of
any class, or any obligations or other securities convertible into or
exchangeable for any such shares, or any rights to purchase any such shares,
securities or obligations.

(ii)         that such amendment has been adopted in accordance with the
requirements of, and pursuant to, Chapter 302A of the Minnesota Statutes; (ii)
that such amendment was adopted pursuant to Section 302A.402 of the Minnesota
Statutes in connection with a division of the Companys capital stock; and
(iii) that such amendment will not adversely affect the rights or preferences
of the holders of outstanding shares of any class or series of the Company and
will not result in the percentage of authorized shares that remains unissued
after such division exceeding the percentage of authorized shares that were
unissued before the division.

The
division giving rise to the amendment set forth above concerns a twenty (20)
for one (1) reverse split of the capital stock of the Company.  Such division is being affected as follows:

(i)          as
soon as practicable after the date these Articles of Amendments are filed with
the Secretary of State of the State of Minnesota (the Effective Date), the
Companys transfer agent and registrar will cancel all the outstanding shares
of capital stock held of record on the books of the Company and issue and
register one (1) share of capital stock for every twenty (20) shares of Common
Stock issued and outstanding in the name of each common stockholder of record
as of the Effective Date, and will deliver or mail such certificates to each
holder; and

(ii)         in settlement of fractional interests which may arise as a
result of common shareholders of record on the Effective Date holding a number
of shares not divisible by fourteen, such common shareholders or record will be
entitled to cash in an amount equal to the product of (i) the fraction one-half
(1/2) multiplied by (ii) 66-2/3% of the closing sale price of the Companys
Common Stock as reported by the OTC on the Effective Date rounded up to the
nearest cent; provided, however, that to accommodate the needs of common
shareholders of record who may be acting as nominees for a number of beneficial
holders, the Company may settle for cash fractional interests which may result
from the allocation by common shareholders of record of the reverse stock split
shares to beneficial holders of the Common Stock, although the aggregate amount
of cash necessary to effect such settlement may exceed the amount otherwise
indicated by the number of shares held of record by such common shareholder;
and

(iii)        each option and warrant to purchase shares of capital stock
of the Company which shall be outstanding at the close of business on the
Effective Date, shall thereupon be and become an option to purchase 1/20th
of the number of shares of capital stock immediately theretofore purchasable
and the purchase price payable per share for such shares shall be 20 times the
purchase price immediately theretofore payable; and

(iv)       the aggregate number of shares of capital stock reserved for
issuance upon exercise of such outstanding options and warrants shall thereupon
be and become the number of shares of capital stock issuable pursuant to such
options and warrants as provided above.

IN WITNESS WHEREOF, I have
subscribed my name this 14th day of February, 2001.



/s/ Paul D. CrawfordPaul D. Crawford, Secretary

ARTICLES
OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF CALENDAR CAPITAL, INC.

The undersigned, Paul D. Crawford,
Secretary of Calendar Capital, Inc., a Minnesota corporation, (the Company),
hereby certifies:

(i)          that
Article IV of the Companys Articles of Incorporation has been amended to read
in its entirety as follows:

4.01    The number of shares that the corporation shall have authority to
issue, itemized by class, series, and par value of the shares, if any, is:

Class
  Shares
  Par ValueClass
  A Voting Common Stock
  700,000
  $0.01Series
  B Convertible Preferred Stock
  100,000
  $0.01Series
  C Convertible Preferred Stock
  200,000
  $0.01The shares of
Preferred Stock shall have the rights and preferences as adopted by resolutions
of the Board of Directors from time to time.

4.02      The Board of Directors may, from time to time, establish by
resolution different classes or series of shares and may fix the relative
rights and preferences of said shares in any class or series.

4.03      The Board of Directors shall have the authority to issue shares
of a class or series to holders of another class or series to effectuate share
dividends, splits, or conversion of its outstanding shares.

4.04.     No shareholder of this Corporation shall have any cumulative
voting rights.

4.05.     No shareholder of this Corporation shall have any preemptive
rights to subscribe for, purchase or acquire any shares of the Corporation of
any class, or any obligations or other securities convertible into or
exchangeable for any such shares, or any rights to purchase any such shares,
securities or obligations.

(ii)         that such amendment has been adopted in accordance with the
requirements of, and pursuant to, Chapter 302A of the Minnesota Statutes; (iii)
that such amendment was adopted pursuant to Section 302A.402 of the Minnesota
Statutes in connection with a division of the Companys capital stock; and (iv)
that such amendment will not adversely affect the rights or preferences of the
holders of outstanding shares of any class or series of the Company and will
not result in the percentage of authorized shares that remains unissued after
such division exceeding the percentage of authorized shares that were unissued
before the division.

The
division giving rise to the amendment set forth above concerns a twenty (20)
for one (1) reserve split of the capital stock of the Company.  Such division is being affected as follows:

(i)          as
soon as practicable after the date these Articles of Amendments are filed with
the Secretary of State of the State of Minnesota (the Effective Date), the
Companys transfer agent and registrar will cancel all the outstanding shares
of capital stock held of record on the books of the Company and issue and
register one share of capital stock for every twenty shares of capital stock
issued and outstanding in the name of each stockholder of record as of the
Effective Date, and will deliver or mail such certificates to each holder; and

(ii)         the Company shall not issue any fractional shares or
interest in connection with the foregoing reverse split; if any holder of
shares of capital stock would otherwise be entitled to a fractional share upon
exchange thereof, the Company shall round up the number of shares to be issued
to such holder to the nearest whole share; and

(iii)        each option and warrant to purchase shares of capital stock
of the Company which shall be outstanding at the close of business on the
Effective Date, shall thereupon be and become an option to purchase 1/20th
of the number of shares of capital stock immediately theretofore purchasable
and the purchase price payable per share for such shares shall be 20 times the
purchase price immediately theretofore payable; and

(iv)       the aggregate number of shares of capital stock reserved for
issuance upon exercise of such outstanding options and warrants shall thereupon
be and become the number of shares of capital stock issuable pursuant to such
options and warrants as provided above.

IN WITNESS WHEREOF, I have
subscribed my name this 2nd day of April, 2001.



/s/ Paul D. CrawfordPaul D. Crawford, SecretaryCERTIFICATE
OF CREATION OF SERIES C

CONVERTIBLE
PREFERRED STOCK

OF

CALENDAR
CAPITAL, INC.



I, PAUL D. CRAWFORD, the Chief
Executive Officer of Calendar Capital, Inc., a Minnesota corporation (the
"Company"), do hereby certify that on January 1, 2000, under the
authority of Article IV of the Company's Articles of Incorporation, as amended,
the Board of Directors of the Company unanimously adopted a resolution fixing
the rights and preferences of 4,000,000 of the Company's undesignated shares of
capital stock as Series C Convertible Preferred Stock, $.01 par value and
$25.00 stated value per share, with the preferences, rights and limitations set
forth on Exhibit A which is attached hereto and hereby incorporated herein.

IN WITNESS WHEREOF, I have hereunto
subscribed my name as Chief Executive Officer of the Company this 1st day of
January, 2000.



/s/ Paul D. CrawfordPaul D. CrawfordChief Executive OfficerEXHIBIT ASTATEMENT OF DESIGNATION OF PREFERENCES,
RIGHTS AND LIMITATIONS OF SERIES C
CONVERTIBLE PREFERRED STOCK OF CALENDAR CAPITAL, INC.SECTION 1.
DESIGNATION.  The distinctive serial
designation of said series shall be "Series C Convertible Preferred
Stock" (hereinafter called "Series C"). Each share of Series C
shall be identical in all respects with all other shares of Series C.

SECTION 2.
NUMBER OF SHARES. The number of shares in Series C shall initially be
4,000,000, which number may from time to time be increased or decreased (but
not below the number thereof then outstanding) by the Board of Directors.  Shares of Series C that are redeemed,
purchased or otherwise acquired by the Corporation or converted into Common
Stock shall be canceled and shall revert to authorized but unissued shares of
undesignated capital stock.

SECTION 3.
DIVIDENDS. The holders of shares of Series C shall be not entitled to receive
dividends.

SECTION 4.
LIQUIDATION RIGHTS. In the event of any voluntary liquidation, dissolution or
winding up of the affairs of the Corporation, the holders of shares of Series C
shall be entitled, before any distribution or payment is made to the holders of
any junior stock, to be paid in full the redemption price in effect at the date
of such distribution as provided in Section 5 hereof.

If such amount
shall have been paid in full to all holders of shares of Series C, the
remaining assets of the Corporation shall be distributed among the holders of
junior stock, according to their respective rights and preferences and in each
case according to their respective numbers of shares. For the purposes of this Section
4, the consolidation or merger of the Corporation with any other corporation
shall not be deemed to constitute a liquidation, dissolution or winding up of
the Corporation.

SECTION 5.
REDEMPTION. Series C shall not be redeemable by the Corporation prior to
January 1, 2001.  On or after January 1,
2001, the Corporation, at the option of the Board of Directors, may redeem in
whole or in part the shares of Series C at the time outstanding, upon notice
given as hereinafter specified, at the redemption price as provided in this
Section 5.  The redemption price for
shares of Series C shall be $25 per share.

Notice of every
redemption of shares of Series C shall be mailed by first class mail, postage
prepaid, addressed to the holders of record of the shares to be redeemed at
their respective last addresses as they shall appear on the books of the
Corporation. Such mailing shall be a least 30 days and not more than 60 days
prior to the date fixed for redemption. Any notice which is mailed in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not the stockholder receives such notice, and failure duly to give
such notice by mail, or any defect in such notice, to any holder of shares of
Series C designated for redemption shall not affect the validity of the
proceedings for the redemption of any other shares of Series C.

In case of
redemption of a part only of the shares of Series C at the time outstanding,
the redemption may be either pro rata or by lot. The Board of Directors shall
have full power and authority, subject to the provisions herein contained, to
prescribe the terms and conditions upon which shares of Series C shall be
redeemed from time to time.

If notice of
redemption shall have been duly given, and if on or before the redemption date
specified therein all funds necessary for such redemption shall have been set
aside by the Corporation, separate and apart from its other funds, in trust for
the pro rata benefit of the holders of the shares called for redemption, so as
to be and continue to be available therefor, then, notwithstanding that any
certificate for shares so called for redemption shall not have been surrendered
for cancellation, on and after such redemption date, all shares so called for
redemption shall no longer be deemed outstanding and all rights with respect to
such shares shall forthwith on such redemption date cease and terminate, except
only the right of the holders thereof to receive the amount payable on
redemption thereof, without interest.

Any funds so
set aside or deposited by the Corporation which shall not be required for such
redemption because of the exercise of any right of conversion or exchange
subsequent to the date of such deposit shall be released or repaid to the
Corporation forthwith. Any funds so set aside or deposited, as the case may be,
and unclaimed at the end of three years from such redemption date shall, to the
extent permitted by law, be released or repaid to the Corporation, after which
time the holders of the shares so called for redemption shall look only to the
Corporation for payment thereof.

SECTION 6.
CONVERSION RIGHTS. The holders of shares of Series C shall have the right, at
their option, at any time before the date fixed for the redemption of such
share to surrender the certificate evidencing such share, accompanied by
written notice of election to convert, and receive in lieu thereof a
certificate evidencing twelve and one-half (12-1/2) shares of Common Stock of
this Corporation.

The shares of
Series C shall be convertible at the principal office of the Corporation, and
at such other office or offices, if any, as the Board of Directors may
designate, into fully paid and non-assessable shares (calculated as to each
conversion to the nearest 1/100th of a share) of Common Stock of the
Corporation.

In order to
convert shares of Series C into Common Stock the holder thereof shall surrender
at the office or offices hereinabove mentioned the certificate or certificates
therefor, duly endorsed or assigned to the Corporation or in blank, and give
written notice to the Corporation at said office or offices that such holder
elects to convert such shares.

Shares of
Series C shall be deemed to have been converted immediately prior to the close
of business on the day of the surrender of the certificates for such shares for
conversion in accordance with the foregoing provisions, and the person or
persons entitled to receive the Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder or holders of such
Common Stock at such time. As promptly as practicable on or after the
conversion date, the Corporation shall issue and shall deliver at such office a
certificate or certificates for the number of full shares of Common Stock
issuable upon such conversion, together with payment in lieu of any fraction of
a share, as hereinafter provided, to the person or persons entitled to receive
the same. In case shares of Series C are called for redemption, the right to
convert such shares shall cease and terminate at the close of business on the
third full business day prior to the date fixed for redemption, unless default
shall be made in payment of the redemption price.

No fractional
shares of Common Stock shall be issued upon conversion of shares of Series C,
but, instead of any fraction of a share which would otherwise be issuable, the
Corporation at its option may make a cash settlement in respect thereof on the
basis of the closing price of the Common Stock on the date of conversion, or
may issue scrip certificates exchangeable together with other such scrip
certificates aggregating one or more full shares for certificates representing
such full share or shares. Until the exchange thereof for certificates
representing full common shares, the holder of any such scrip certificates
shall not be entitled to vote with respect thereto or to have any other rights
by virtue thereof as a shareholder of this Corporation, except such rights, if
any, as the Board of Directors may in its discretion determine in the event of
dissolution of this Corporation.

In the event
that this Corporation at any time prior to such conversion either (a) subdivide
the outstanding Common Stock into a greater number of shares, (b) combine the
outstanding Common Stock into a smaller number of shares, (c) change the
outstanding Common Stock into the same or given number of shares of any other
class or classes or shares, or (d) offer to the holders of Common Stock any
rights to subscribe for shares or for other securities of this Corporation,
then the holders of the Series C shall be entitled, as the case may be, to
receive the same number of Common Stock or shares of any other class or classes
of shares or other securities of this Corporation or shall be entitled to
subscribe for and purchase at the same price that the shares or securities are
offered to holders of Common Stock, the number of such shares or the amount of
such securities as will represent the same proportion of the outstanding Common
Stock prior to such increase or decreases as they would have been entitled to
receive or subscribe for, as the case may be, had they been holders of the
number of Common Stock into which their preferred shares were convertible on
the record date for any such subscription.

In the event
this Corporation, at any time while any of such Series C shares are outstanding
shall be consolidated with or merged into any other corporation or
corporations, or shall sell or lease all or substantially all of its property
and business, lawful provisions shall be made as part of the terms of such
consolidation, merger, sale, or lease that the holder of such Series C may
thereafter receive in lieu of such Common Stock otherwise issuable to him/her
upon conversion of such Series C, but at the conversion rate which would
otherwise be in effect at the time of conversion as herein provided, the same
kind and amount of securities or assets as may be issuable, distributable, or
payable upon such consolidation, merger, sale, or lease, with respect to Common
Stock of this Corporation.

Upon proper
authorization by an amendment to the certificate of incorporation, the
Corporation shall at all times reserve and keep available, free from preemptive
rights, out of its authorized but unissued Common Stock, for the purpose of
issuance upon conversion of shares of Series C, the full number of shares of
Common Stock then deliverable upon the conversion of all shares of Series C
then outstanding.

The Corporation
will pay any and all taxes that may be payable in respect of the issuance or
delivery of shares of Common Stock on conversion of shares of Series C pursuant
thereto. The Corporation shall not, however, be required to pay any tax which
may be payable in respect of any transfer involved in the issuance and delivery
of shares of Common Stock in a name other than that in which the shares of
Series C so converted were registered, and no such issuance or delivery shall
be made unless and until the person requesting such issuance has paid to the
Corporation the amount of any such tax or has established to the satisfaction
of the Corporation that such tax has been paid.

SECTION 7.
VOTING RIGHTS. Except as otherwise provided by the Minnesota Business
Corporation Act of the State of Minnesota, the holders of Common Stock and the
holders of shares of Series C shall have the right to vote or consent at all
meetings of the shareholders of this Corporation or in respect of all matters
on which the consent of shareholders is required as one class. The holders of
each share of Series C shall be entitled to 12-1/2 votes for each such share
held.

So long as any
shares of Series C are outstanding, in addition to any other vote or consent of
stockholders required by law or by the certificate of incorporation, the
consent of the holders of at least 66 2/3% of the shares of Series C and of all
other series of the Preferred Stock similarly entitled to vote upon the matters
specified in this paragraph at the time outstanding, acting as a single class
regardless of series, given in person or by proxy, either in writing without a
meeting or by vote at any meeting called for the purpose, shall be necessary
for effecting or validating:

(i) Any amendment, alteration or repeal of any
of the provisions of the certificate of incorporation, or of the by-laws, of
the Corporation, which would alter or change the powers, preferences or special
rights of the holder of the Series C and of all such other series of the
Preferred Stock so as to affect them adversely; provided, however, that the
amendment of the provisions of the certificate of incorporation so as to
authorize or create, or to increase the authorized amount of, any junior stock
or any shares of any class or series ranking on a parity with the shares of
Series C and all such other series of the Preferred Stock shall not be deemed
to affect adversely the powers, preferences or special rights of the holders of
the shares of Series C and all such other series of the Preferred Stock; and
provided, further, that if any such amendment, alteration or repeal would
affect adversely any powers, preferences or special rights of the holders of
the shares of Series C which are not enjoyed by some or all of the holders of
the other series otherwise entitled to vote in accordance with this paragraph,
the consent of the holders of at least 66 2/3% of the shares of Series C and of
all other series similarly affected, similarly given, shall be required in lieu
of the consent of the holders of at least 66 2/3% of the shares of Series C and
of all other series of the Preferred Stock otherwise entitled to vote in
accordance with this paragraph;(ii) The authorization or creation of, or the
increase in the authorized amount of, any shares of any class or any security
convertible into shares of any class ranking prior to the shares of Series C in
the distribution of assets on any liquidation, dissolution, or winding up of
the Corporation; or(iii) The merger or consolidation of the
Corporation with or into any other corporation, unless the surviving or
resulting corporation will thereafter have no class or series of shares and no
other securities either authorized or outstanding ranking prior to the Series C
in the distribution of assets on liquidation, dissolution or winding up, except
the same number of shares and the same amount of other securities with the same
rights and preferences as the shares and securities of the Corporation
respectively authorized and outstanding immediately preceding such merger or
consolidation, and each holder of shares of Series C immediately preceding such
merger or consolidation shall receive the same number of shares, with the same
rights and preferences, of the surviving or resulting corporation; provided ,
however, that no such consent of the holders of Series C shall be required if,
at or prior to the time when such amendment, alteration or repeal is to take
effect or when the issuance of any such prior shares or convertible security or
securities is to be made, or when such consolidation or merger, purchase or
redemption is to take effect, as the case may be, provision is made for the
redemption of all shares of Series C at the time outstanding.So long as any
shares of Series C are outstanding, in addition to any other vote or consent of
stockholders required by law or by the certificate of incorporation, the
consent of the holders of at least a majority of the shares of Series C given
in person or by proxy, either in writing without a meeting or by vote at any
meeting called for the purpose, shall be necessary for effecting or validating
any increase or decrease (but not below the number of shares thereof then
outstanding) in the authorized number of shares of Series C, or the
authorization or creation of, or the increase in the authorized number of, any
shares of any class or series or any security convertible into shares of any
class or series ranking on a parity with the Series C in the distribution of
assets on any liquidation, dissolution or winding up of the Corporation;
provided, however, that no such consent shall be required if, at or prior to the
time such increase, decrease, authorization or creation of parity shares is to
be made, provision is made for redemption of all shares of Series C at the time
outstanding.

SECTION 8.
DEFINITION.  As used herein with respect
to Series C, "junior stock" shall mean the Common Stock and any other
class or series of stock of the Corporation hereafter authorized over which
Series C has preference or priority in the distribution of assets on any
liquidation, dissolution or winding up of the Corporation.

SECTION 9.
OTHER RIGHTS.  The shares of Series C
shall not have any powers, preferences or relative, participating, optional or
other special rights, or qualifications, limitations or restrictions thereof,
other than as set forth herein."