Articles of Incorporation
of
INTERNATIONAL TRAINING & EDUCATION CORP.
FIRST. The name of the corporation is:
INTERNATIONAL TRAINING & EDUCATION CORP.
SECOND. Its principle office in the State of Nevada is
located at 251 Jeanell Dr. Suite 3, Carson City, NV 89703, that
this Corporation may maintain an office, or offices, in such
other place within or without the state of Nevada as may from
time to time designated by the Board of Directors, or by the by-
laws of said corporation, and that this Corporation may conduct
all Corporation business of every kind and nature, including the
holding of all meetings of Directors and Stockholders, outside
the State of Nevada as well as within the State of Nevada.
THIRD. The objects for which this Corporation is formed are:
To redomicile from the state of Utah into the state of Nevada and
to engage in any lawful activity, but not be limited to the
following:
(A) Shall have such rights, privileges and powers as may be
conferred upon corporations by any existing law.
(B) May at any time exercise such rights, privileges and
powers, when not inconsistent with the purposes and objects for
which this corporation is organized.
(C) Shall have power to have succession by its corporate
name for the period limited in its certificate or articles of
incorporation, and when no period is limited, perpetually, or
until dissolved and its affairs wound up according to law.
(D) Shall have power to sue and be sued in any court of law
or equity.
(E) Shall have power to make contracts.
(F) Shall have power to hold, purchase and convey real and
personal
estate and to mortgage or lease any such real and personal
estate, with its franchises. The power to hold real and personal
estate shall include the power to take the same devise or bequest
in the State of Nevada, or any other state, territory or country.
(G) Shall have power to appoint such officers and agents as
the affairs of the corporation shall require, and to allow them
suitable compensation.
Shall have power to make by-laws not inconsistent with
the constitution of the United States, or of the State of Nevada,
for the management, regulation and government of its affairs and
property, the transfer of its stock, the transaction of its
business, and the calling and holding of meetings of its
stockholders.
(I) Shall have power to wind up and dissolve itself, or be
wound up or dissolved.
(J) Shall have power to adopt and use a common seal or
stamp by the corporation on any corporate documents is not
necessary. The corporation may use a seal or stamp, if it
desires, but such nonuse shall not in any way affect the legality
of the document.
(K) Shall have power to borrow money and contract debts
when necessary for the transaction of its business, or for the
exercise of its corporate rights, privileges or franchises, or
for any other lawful purpose of its incorporation; to issue
bonds, promissory notes, bills of exchange, debentures, and other
obligations and evidences of indebtedness, payable upon the
happening of a specified event or events,, whether secured by
mortgage, pledge, or otherwise, or unsecured, for money borrowed,
or in payment for property purchased, or acquired, or for any
other lawful object.
(L) Shall have power to guarantee, purchase, hold, sell,
assign, transfer, mortgage, pledge or otherwise dispose of the
shares of the capital stock of, or any bonds, securities or
evidences of the 'indebtedness created by, any other corporation
or corporations of the State of Nevada, or any other state or
government, and while owners of such stock, bonds, securities or
evidences of indebtedness, to exercise all the rights, powers and
privileges of ownership, including the right to vote, if any.
(M) Shall have power to purchase, hold, sell and transfer
shares of its own capital stock, and use therefor its capital,
capital surplus, surplus, or other property or fund.
(N) Shall have power to conduct business,, have one or more
offices, and hold, purchase, mortgage and convey real and
personal property 'in the State of Nevada, and in any of the
several states, territories, possessions and dependencies of the
United States, the District of Columbia, and any foreign
countries.
(0) Shall have power to do all and everything necessary and
proper for the accomplishment of the objects enumerated in its
certificate or articles of incorporation, or any amendment
thereof, or necessary or incidental to the protection and benefit
of the corporation, and, in general, to carry on any lawful
business necessary or incidental to the attainment of the objects
of the corporation, or any amendment thereof.
(P) Shall have the power to make donations for the public
'welfare or for charitable, scientific or educational purposes.
(Q) Shall have the power to enter into partnerships,
general or limited, or joint ventures, in connection with any
lawful activities.
FOURTH. That the voting common stock authorized may be
issued by the corporation is FIFTY MILLION (50,000,000) shares of
stock with a nominal or par value of .001 cents per share and
TBREE THOUSAND (3,000) shares of convertible cumulative preferred
stock with a nominal or par value of .001 cents per share shall
be authorized. Said shares may be issued by the corporation from
time to time for such considerations as may be fixed from time to
time by the Board of Directors.
FIFTH, The governing body of the corporation shall be known
as directors, and the number of directors may from time to time
be increased or decreased in such manner as shall be provided by
the By-Laws of this Corporation, providing that the number of
directors shall be reduced to less than one (1). The name and
post office address of the first board of Directors shall be one
(1) in number and listed as follows:
NAME POST OFFICE ADDRESS
Michael D. Taylor 251 Jeanell Dr. Suite 3
Carson City, NV 89703
SIXTH, The capital stock, after the amount of the
subscription price, or par value, has been paid in, shall not be
subject to assessment to pay the debts of the corporation.
SEV'ENTH. The name and post office address of the
incorporators signing the Articles of Incorporation is as
follows:
NAME ADDRESS
Michael D. Taylor 251 Jeanell Dr. Suite 3
Carson City, Nevada 89701
EIGHTH. The resident agent for this corporation shall
be:
CORPORATE ADVISORY SERVICE, INC.
The address of said agent, and, the principle or statutory
addr6ss of this corporation in the State of Nevada is.
251 Jeanell Dr. Suite 3,
Carson City, Nevada 89703
NINTH......... The corporation is to have perpetual
existence.
TENTH. In furtherance and not in limitation of the powers
conferred by stature, the Board of Directors is expressly
authorized:
Subject to the By-Laws, if any, adopted by the
stockholders, to make, alter or amend the By-Laws of the
Corporation.
To fix the amount to be reserved as working capital
over and above its capital stock paid 'in; to authorize and cause
to be executed, mortgages and liens upon the real and personal
property of this corporation.
By resolution passed by a majority of the whole Board,
to consist of one (1)or more committees, each committee to
consist of one or more directors of the corporation, which, to
the extent provided in the resolution, or 'in the By-Laws of the
Corporation, shall have and may exercise the powers of the Board
of Directors in the management of the business and affairs of the
Corporation. Such committee, or committees, shall have such
name, or names, as may be stated in the By-Laws of the
Corporation, or as ma y be determined from time to time by
resolution adopted by the Board of Directors.
When and as authorized by the affirmative vote of the
Stockholders holding stock entitling them to exercise at least a
majority of the voting power given at a Stockholders meeting
called for the purpose, or when authorized by written consent of
the holders of at least a majority of the voting stock issued and
outstanding, the Board of Directors shall have power and
authority at any meeting to sell, lease or exchange all of the
property and assets of the Corporation, including its good will
and its corporate franchises, upon such terms and conditions as
its Board of Directors deems expedient and for the best interests
of the Corporation.
ELEVENTH. No shareholder shall be entitled as a matter of
right to subscribe for or receive additional shares of any class
of stock of the Corporation, whether now or hereafter authorized,
or any bonds, debentures or securities convertible into stock may
be issued or disposed of by the Board of directors to such
persons and on such terms as is in its discretion it shall deem
advisable.
TWELFTH, No director or officer of the Corporation shall be
personally liable to the Corporation or any of its stockholders
for damages for breach of fiduciary duty as a director or officer
involving any act of omission of any such director or officer;
provided, however, that the foregoing provision shall not
eliminate or limit the liability of a director or officer (i) for
acts or omissions which involve intentional misconduct, fraud or
a knowing violation of the law, or (ii) the payment of dividends
in violation of Section 78.300 of the Nevada Revised Statutes.
Any repeal or modification of this Article by the stockholders of
the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a
director or officer of the Corporation for acts or omissions
prior to such repeal or modification.
THIRTEENTH. This Corporation reserves the right to amend,
alter, change, in any manner now or hereafter prescribed by
statute, or by the Articles of Incorporation, and all rights
conferred upon Stockholders herein are granted subject to this
reservation.
I, THE UNDERSIGNED, being the Incorporator Herein
before named for the purpose of forming a Corporation pursuant to
the General Corporation Law of the State of Nevada, do make and
file these Articles of Incorporation, hereby declaring and
certifying that the facts herein are true, and accordingly have
hereunto set my hand this 16th. day of June, 1994
Michael D. Taylor
STATE OF NEVADA
SS:
CARSON CITY
On this 16th. day of June, 1994, in Carson City, Nevada, before
me, the undersigned, A notary Public in and for Carson City,
State of Nevada, personally appeared:
Michael D. Taylor
Known to be the person whose name is subscribed to the foregoing
document and acknowledged to me that he executed the same.
JILL BLAIR
NOTARY PUBLIC NEVADA
CARSON CITY
JILL BLAIR
Notary Public
Corporate Advisory Service, Inc. does hereby accept as Resident
Agent for the previously named Corporation.
Corporate Advisory Service, Inc.
By Michael D. Taylor, President
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
INTERNATIONAL TRAINING & EDUCATION CORP.
We the Undersized President and Vice-President/
Assistant Secretary of International Training & Education Corp.
do hereby certify:
That the Board of Directors of said corporation at a
meeting duly convened, held on the 5th day of February, 1996
adopted a resolution to amend the original articles as follows:
Article FIRST is hereby amended to read as follows:
The name of the corporation is:
DigiMedia USA, INC.
The number of shares of the corporation outstanding and
entitled to vote on an amendment to the Articles of
Incorporation is 6,897,814; that the said changes and amendment
have been consented to and approved by a majority of the
stockholders holding at least a majority of each class of
stock outstanding and entitled to vote thereon.
_______________
President
_______________
Assistant Secretary
State of Florida
County of Broward
On February 7, 1996, personally appeared before me a
Notary Public, Kirk J. Girrbach and Gene Farmer, who
acknowledged that they executed the above instrument.
_________________
Notary Public