FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
OCT 29, 1998
C24781-98
DEAN HELLER,
SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
Westnet Communication Group, Inc.
The undersigned subscriber to these Articles of Incorporation, a natural person competent to contract, hereby forms a corporation under the laws of the State of Nevada
ARTICLE I NAME
The name of the corporation shall be Westnet Communication Group, Inc.
ARTICLE II NATURE OF BUSINESS
This corporation may engage in or transact any and all lawful activities or business permitted under the laws of the United States, the State of Nevada, or any other state, county, territory or nation.
ARTICLE III CAPITAL STOCK
The maximum number of shares of stock that this corporation is authorized to have outstanding at any one time is twenty-five million (25,000,000)shares of common stock having a par value of $0.001 per share.
ARTICLE IV ADDRESS
The street address of the initial registered office of the corporation shall be 2921 N. Tenaya Way, Suite 208, Las Vegas, Clark County, Nevada 89128 and the name of the initial Resident Agent for the corporation at that address is CORPORATE CAPITAL FORMATION, INC.
ARTICLE V SPECIAL PROVISIONS
The stock of this corporation is intended to qualify under the requirements of Section 1244 of the Internal Revenue Code and the regulations issued thereunder. Such actions as may be necessary shall be deemed to have been taken by the appropriate officers to accomplish this compliance.
ARTICLE VI TERM OF EXISTENCE
This corporation shall exist perpetually.
ARTICLE VII LIMITATION OF LIABILITY
Each director, stockholder and officer, in consideration for his services, shall, in the absence of fraud, be indemnified, whether then in office or not, for the reasonable cost and expenses incurred by him in connection with the defense of, or for advice concerning any claim asserted or proceeding brought against him by reason of his being or having been a director, stockholder or officer of the corporation or of any subsidiary of the corporation, whether or not wholly owned, to the maximum extent permitted by law. The foregoing right of indemnification shall be inclusive of any other rights to which any director, stockholder or officer may be entitled as a matter of law.
ARTICLE VIII SELF DEALING
No contract or other transaction between the corporation and other corporations, in the absence of fraud, shall be affected or invalidated by the fact that any one or more of the directors of the corporation is or are interested in a contract or transaction, or are directors or officers of any other corporation, and any director or directors, individually or jointly, may be a party or parties to, or may be interested in such contract, act or transaction, or in any way connected with such person or person's firm or corporation, and each and every person who may become a director of the corporation is hereby relieved from any liability that might otherwise exist from this contracting with the corporation for the benefit of himself or any firm, association or corporation in which he may be in any way interested. Any director of the corporation may vote upon any transaction with the corporation
without regard to the fact that he is also a director of such subsidiary or corporation.
This corporation shall have a minimum of one director and a maximum of nine. The initial Board of Directors shall consist of:
Elizabeth A. Sanders, 2921 N. Tenaya Way, Suite 208, Las Vegas, NV 89128
ARTICLE X INCORPORATOR
The name and address of the incorporator is:
CORPORATE CAPITAL FORMATION, INC.
Michael E. Smith
2921 N, Tenaya Way, Suite 208
Las Vegas, Nevada 89128
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal on this 13th day of October, 1999.
Incorporator: /s/ Michael Smith
-----------------------------------
Corporate Capital Formation, Inc.,
Michael Smith, General Manager
[NOTARY SEAL
STATE OF NEVADA
COUNTY OF CLARK]
