Minutes of Special Meeting of the Board of Directors of Astir, Inc. – September 30, 2003

Summary

Astir, Inc.'s Board of Directors held a special meeting on September 30, 2003, where all directors were present. The main purpose was to authorize the issuance and distribution of 2,500,000 shares of Astir, Inc. common stock to Zow Graphics Online, as part of an asset purchase agreement. The shares were allocated among several individuals and entities as specified in the meeting minutes. The meeting concluded with the adoption of the resolution and adjournment.

EX-1.2 4 doc3.txt MINUTES OF SPECIAL MEETING Of The BOARD OF DIRECTORS Of ASTIR, INC. (A NEVADA CORPORATION) MEETING, CALLED BY THE CHAIRMAN, HELD ON TUESDAY, SEPTEMBER 30, 2003, AT 9:30 A.M. AT 16786 WOODRIDGE CIRCLE, FOUNTAIN, CALIFORNIA OF THE BOARD OF DIRECTORS OF ASTIR, INC, A NEVADA CORPORATION ("CORPORATION"). THE SPECIAL MEETING WAS BASED ON ORAL NOTICE TO EACH BOARD MEMBER, AND WAS HELD PURSUANT TO WRITTEN WAIVER OF NOTICE AND CONSENT TO ACTION, EXECUTED AFTER THE TELEPHONIC MEETING, AS APPENDED BELOW IN THESE MINUTES. THE SECRETARY RECORDED ATTENDANCE, A QUORUM WAS DETERMINED TO BE PRESENT, AND THE CHAIRMAN CALLED THE MEETING TO ORDER. WAIVER OF NOTICE AND CONSENT TO ACTION The undersigned, all members of the Board of Directors of this corporation, and all in attendance, after transmission of notice of this meeting, hereby waive notice and consent to holding of this Special Meeting of the Board on the date, time and location set out above, and agree that any business transacted at this meeting shall be as valid and legal and have the same force and effect as though it were held after notice duly given. The execution of this Waiver of Notice and Consent to Action, which may be signed in counterpart, a signed fax copy of which shall suffice to prove execution, shall constitute a waiver of reading of these Minutes at the next Meeting of the Board of Directors. _____________________________ ______________________________ MARC SEELY, Chairman DOUGLAS J. HANSON, Director _____________________________ ________________________________ JOSEPH VEZEAU, Director DAN SPAULDING, Director _____________________________ JOHN THOMPSON, Director This meeting of the Board of Directors, was held on September 30, 2003 at 9:30 a.m. The following Directors, being all the Directors, were present: Marc Seely, Douglas J. Hanson, Joseph Vezeau, Dan Spalding and John Thompson. The Secretary recorded attendance. A quorum was determined to be present, and the Chairman called the meeting to order. 1. The issue was raised concerning the issuance of 2,500,000 shares of Astir, Inc. common stock to Zow Graphics Online as per "Asset Purchase Agreement" (attached) dated September 30, 2003. 2. The issue was raised concerning distribution of the 2,500,000 shares of Astir, Inc. common stock to Zow Graphics Online. As per "Letter of Instruction" (attached) dated September 30, 2003. After considerable discussion on motion duly made and seconded, the following resolution was adopted: RESOLVED, That the Board of Directors of the Corporation hereby authorize the issuance of 2,500,000 to Zow Graphics Online in the following manner: Marc Seely 1,855,000 shares Insider Frank Drechsler 180,000 shares Affiliate Gerome Edelman 125,000 shares non affiliate Mitt Seely 100,000 shares non affiliate Allana Fagergren 100,000 shares non affiliate Dolores Curtner 100,000 shares non affiliate Brian Nokes 10,000 shares non affiliate Dan Spaulding 10,000 shares Insider Joe Vezeau 10,000 shares Insider Russ Arthur 10,000 shares non affiliate There being no further business, a motion was made and duly seconded and unanimously adopted to adjourn the special board meeting at 12:45 p.m. _____________________________ ______________________________ MARC SEELY, Chairman DOUGLAS J. HANSON, Director _____________________________ _______________________________ JOSEPH VEZEAU, Director DAN SPAULDING, Director _____________________________ JOHN THOMPSON, Director MINUTES CERTIFIED BY: _____________________________ DOUGLAS J. HANSON, Secretary