ARTICLES OF AMENDMENT [Arizona Secretary
TO of state stamp]
ARTICLES OF INCORPORATION
OF
AUTO NETWORK GROUP, INC.
Pursuant to the provisions of Section 10-1003 of the Arizona Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
FIRST: The name of the corporation is Auto Network Group, Inc.
SECOND: The following amendment to the Articles of Incorporation was
adopted by the shareholders of the corporation at their meeting
on March 31, 1999, in the manner prescribed by law:
"1. NAME. The name of the corporation is and shall be
AutoTradeCenter.com Inc."
THIRD: The number of shares of stock outstanding at the time of such
adoption was 13,793,289 shares of Common Stock and 3,848 shares of
Series A Preferred Stock; and the number of shares entitled to vote
on the amendment was 13,793,289 shares of Common Stock and 3,848
shares of Series A Preferred Stock.
FOURTH: The number of shares of each class or series entitled to vote
thereon as a class or series voted for or against such amendment,
respectively, was:
Number of shares
Number of Shares of Number of shares voted in voted against
COMMON STOCK PRESENT FAVOR OF AMENDMENT AMENDMENT
9,477,180 9,477,180 0
Number of Shares of Number of shares
Series A Preferred Number of shares voted in voted against
STOCK PRESENT FAVOR OF AMENDMENT AMENDMENT
3,848 3,848 0
AUTO NETWORK GROUP, INC.
Dated:
By:4/20/99 /S/MIKE STUART
Mike Stuart, President
Attest:/S/MARK MOLDENHAUER
Mark Moldenhauer, Secretary
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
AUTO NETWORK USA, INC.
Pursuant to the provisions of Section 10-1003 of the Arizona Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
FIRST: The name of the corporation is Auto Network USA, Inc.
SECOND: The following amendment to the Articles of Incorporation was
adopted by the shareholders of the corporation at their
meeting on October 15, 1998, in the manner prescribed by law:
"1. NAME. The name of the corporation is and shall be
Auto Network Group, Inc."
THIRD: The number of shares of stock outstanding at the time of such
adoption was 13,793,289 shares of Common Stock and 3,848
shares of Series A Preferred Stock; and the number of shares
entitled to vote on the amendment was 13,793,289 shares of
Common Stock and 3,848 shares of Series A Preferred Stock.
FOURTH: The number of shares of each class or series entitled to vote
thereon as a class or series voted for or against such
amendment, respectively, was:
Common Stock Number for Number Against
Present 11,074,167 -0-
------------ -------------- ----------------
Series A Preferred Number for Number Against
Stock Present 11,074,167 -0-
------------ -------------- ----------------
AUTO NETWORK USA, INC.
Dated:10-21-98 By:/S/MIKE STUART
Mike Stuart, President
Attest:
/S/MARK MOLDENHAUER
Mark Moldenhauer, Secretary
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
AUTO NETWORK USA, INC.
Pursuant to the provisions of Section 10-1003 of the Arizona Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
FIRST: The name of the corporation is Auto Network USA, Inc.
SECOND: The document attached hereto as Exhibit "A" sets forth the
amendment to the Articles of Incorporation which was adopted
by the shareholders of the corporation at their meeting on
February 14, 1998, in manner prescribed by law.
THIRD: The number of shares of stock outstanding at the time of such
adoption was 10,002,500 shares of Common Stock; and the number
of shares entitled to vote on the amendment was 10,002,500
shares of Common Stock.
FOURTH: The designation and number of outstanding shares of each class
or series entitled to vote thereon, as a class or series, was
as follows: None.
FIFTH: The number of shares of each class or series entitled to vote
thereon as a class or series voted for or against such
amendment, respectively, was:
Common Stock Number for Number Against
10,002,500 9,000,000 -0-
_______________ _______________ _______________
Dated:FEBRUARY 14, 1998
AUTO NETWORK USA, INC.
By: /S/MIKE STUART
Attest: Mike Stuart, President
/S/JEFF ERSKINE
Jeff Erskine, Secretary
Exhibit A
Section 2 of the Articles of Incorporation of Auto Network USA, Inc. is hereby
amended to state the following:
2. AUTHORIZED CAPITAL. The amount of total authorized capital stock
which the Corporation shall have authority to issue is one hundred million
(100,000,000) shares of common stock, no par value, and one million (1,000,000)
shares of preferred stock, each with $0.10 par value. To the fullest extent
permitted by the laws of the State of Arizona (currently set forth in Section
10- 602 of the Arizona Business Corporation Act), as the same now exists or may
hereafter be amended or supplemented, the Board of Directors may fix and
determine the designations, rights, preferences or other variations of each
class or series within each class of capital stock of the Corporation.
ARTICLES OF INCORPORATION
OF
AUTO NETWORK USA, INC.
an Arizona business corporation
We, the undersigned, have this day associated ourselves for the purpose of
forming a corporation under the laws of the State of Arizona, and for that
purpose do hereby adopt the following Articles of Incorporation:
1. NAME. The name of the corporation is and shall be Auto Network USA,
Inc.
2. AUTHORIZED CAPITAL. The authorized capital stock of this corporation
shall be one hundred million (100,000,000) shares of no par common voting stock
and one million (1,000,000) shares of $0.10 par value preferred stock.
3. BOARD OF DIRECTORS. The initial Board of Directors shall consist of
four (4) Directors. The persons who are to serve as the directors until the
first annual meeting of the shareholders or until their successors are elected
and qualified and their addresses are:
Mike Stuart
15001 N. Hayden Rd., Ste 111
Scottsdale, AZ 85260
Mark Moldenhauer
3401 W. 38th Ave.
Denver, CO 80211
Jeff Erskine
26031 N. Palomino Trail
Scottsdale, AZ 85255
Joe Seaverns
10158 E. Topaz
Scottsdale, AZ 85258
The number of persons to serve on the Board of Directors shall be fixed by
the Bylaws.
4. INITIAL BUSINESS. The corporation initially intends to conduct the
business of automotive sales.
5. STATUTORY AGENT. The name and address of the initial statutory agent of
the corporation is: Mike Stuart, 15001 N. Hayden Rd., Ste 111, Scottsdale, AZ
85260.
6. KNOWN PLACE OF BUSINESS. The known place of business of the corporation
shall be 15001 N. Hayden, Suite 111, Scottsdale, AZ 85260.
7. LIMITATION OF DIRECTORS' LIABILITY. To the fullest extent permitted by
the Arizona Revised Statutes as the same exists or may hereafter be amended, a
director of the corporation shall not be liable to the corporation or its
stockholders for monetary damages, for any action taken or any failure to take
any action as a director. No repeal, amendment or modification in this Article,
whether direct or indirect, shall eliminate or reduce its effect with respect to
any act or omission of a director of the corporation occurring prior to such
repeal, amendment or modification.
8. INCORPORATORS. The incorporators and their names and addresses are:
Mike Stuart
15001 N. Hayden Rd., Ste 111
Scottsdale, AZ 85260
Mark Moldenhauer
3401 W. 38th Ave.
Denver, CO 80211
Jeff Erskine
26031 N. Palomino Trail
Scottsdale, AZ 85255
Joe Seaverns
10158 E. Topaz
Scottsdale, AZ 85258
9. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS. The
corporation shall indemnify any person who incurs expenses or liabilities by
reason of the fact that he or she is or was an officer, director, employee or
agent of the corporation or is or was serving at the request of the corporation
as an officer, director, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise. This indemnification shall be
mandatory in all circumstances in which indemnification is permitted by law.
IN WITNESS WHEREOF, we have hereunto set our hands this 9TH day of JULY,
1997.
/S/ MIKE STUART
Mike Stuart
/S/ MARK MOLDENHAUER
Mark Moldenhauer
/S/ JEFF ERSKINE
Jeff Erskine
/S/ JOE SEAVERNS
Joe Seaverns