In this location, the origial of this document has an official stamp
indicating that it was filed with the Secretary of State of the State of Nevada
on July 26, 1994.
RESTATED ARTICLES OF INCORPORATION OF
THE CANTON INDUSTRIAL CORPORATION
FIRST. The name of the Company shall be THE CANTON INDUSTRIAL
CORPORATION.
SECOND. The registered agent in the State of Nevada is:
Joseph Alfano
4180 Flaming Crest Drive #3
Las Vegas, Nevada 89121
THIRD. The purpose for which this corporation is organized is to
transact any lawful business, or to promote or conduct any
legitimate object or purpose, under and subject to the laws of
the State of Nevada.
FOURTH. The stock of the corporation is divided into two classes: (1)
common stock in the amount of two hundred million
(2000,000,000) shares having par value of $0.001 each, and (2)
preferred stock in the amount of twenty million
(20,000,000)shares having par value of $0.001 each. The Board
of directors shall have the authority, by resolution or
resolutions, to divide the preferred stock into series, to
establish and fix the distinguishing designation of each such
series and the numbers of shares thereof (which number, by
like action of the Board of Directors from time to time
thereafter may be increased, except when otherwise provided by
the Board of Directors in creating such series, or may be
increased, except when otherwise provided by the Board of
Directors in creating such series, or may be decreased, but
not below the number of shares thereof then outstanding) and,
within the limitations of applicable law of the State of
Nevada or as otherwise set fourth in this article, to fix and
determine the relative rights and preferences of the shares of
each series so established prior to the issuance thereof.
There shall be no cumulative voting by shareholders.
FIFTH. The company, by action of the directors, and without action by
its shareholders, may purchase its own shares in accordance
with the provisions of Nevada Revised Statutes. Such purchases
may be made either in the open market or at public or private
sale, in such manner and amounts, from such holder or holders
of outstanding shares of the Company, and at such prices as
the directors shall from time to time determine.
SIXTH. No holder of shares of the Company of any class, as such,
shall have any pre-emptive right to purchase or subscribe for
shares of the company, of any class, whether now or hereafter
authorized.
SEVENTH. The Board of Directors shall consist of no fewer than three
members and no more than seven members. The initial Board of
directors will consist of:
Richard Surber
10 West 100 South, Suite 710
Salt Lake City, Utah 84101
Ramon Smullin
10 West 100 South, Suite 710
Salt Lake City, Utah 84101
Alan Hansen
260 East Elm Street
Canton, Illinois 61520
The incorporator is:
Richard Surber
10 West 100 South, Suite 710
Salt Lake City, Utah 84101
EIGHT: No officer or director shall be personally liable to the
corporation or its shareholders for money damages as provided
is Section 78.037, Nevada Revised Statutes.
NINTH. The corporation shall not issue non-voting equity securities.
IN WITNESS WHEREOF, these Restated Articles of Incorporation are hereby
made effective August 1, 1994.
THE CANTON INDUSTRIAL CORPORATION
/s/ Richard Surber
Director and President
/s/ Allen Thomason
Director and Secretary
State of Utah )
ss.
County of Salt Lake )
On this 23rd day of June, 1994, personally appeared before me Richard
D. Surber, whose identity is personally known to me and who by me duly sworn,
did say that he is the Director and Pesident of The Canton Industrial
Corporation and that said document was signed by him on behalf of said
corporation by authority of its Bylaws, and the Resolution of its Board of
Directors, and said Richard Surber acknowledged to me that said corporation
executed the same.
/s/ Regina Ainsworth
Notary Public
2/9/95
My Commission Expires
Seal
The original of this document has a notarial seal from the notary
indicating the notary's address and the date her commission expires and has the
seal of the State of Utah.
State of Utah )
ss.
County of Salt Lake )
On this 23rd day of June, 1996, personally appeared before me Allen
Thomason, whose identity is personally known to me and who by me duly sworn, did
say that she is the Secretary of The Canton Industrial Corporation and that said
document was signed by her on behalf of said corporation by authority of its
Bylaws, and the Resolution of its Board of Directors, and said Allen Thomason
acknowledged to me that said corporation executed the same.
/s/ Regina Ainsworth
Notary Public
2/9/95
My Commission Expires
Seal
The original of this document has a notaial seal from the notary indicating
the notary's address and the date her commission expires and has the seal of the
State of Utah.
In this location, the origial of this document has a stamp indicating
that this document was received on July 22, 1994 by the Secretary of State of
the State of Nevada.