ARIZONA CORPORATION COMMISSION
CORPORATIONS DIVISION
Phoenix Address 1300 West Washington Tucson Address 402 West Congress
Phoenix Arizona 85007 Tucson, Arizona 85701
CERTIFICATE OF DISCLOSURE
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A.R.?. Sections ?0-12? & 10-10?4
PLEASE SEE REVERSE SIDE HOME DIALYSIS OF AMERICA, INC.
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EXACT CORPORATION NAME
CHECK APPROPRIATE BOX(ES) A OR B
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ANSWER "C"
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THE UNDERSIGNED CERTIFY THAT
A. No persons serving either by elections or appointment as officers,
directors, incorporators and persons controlling, or holding more than 10%
of the issued and outstanding common shares or ?? of any other proprietary,
beneficial or membership interest in the corporation
[X] 1. Have been convicted of a felony involving a transaction in securities
consumer fraud or antitrust or any state or federal jurisdiction within
the seven-year period incred???? preceding the execution of the
certificate.
2. Have been convicted of a felony, the eventual elements of which
convicted of fraud, misrepresentation, then by false pretenses, or ????
the trade or ???? in any state or federal jurisdiction within the seven-
year period incredi???? preceding the execution of this Certificate.
3. Have been or are subject to an injuction, ??? ??? ??? ??? ??? or federal
court entered within the seven-year period immediately preceding the
execution of this Certificate where such injunction, judgment, decree or
permanent order;
(a) Involved the violation of fraud or regulation prevention of the
securities laws of that jurisdiction; or
(b) Involved the violation of the consumer fraud laws of ????
jurisdiction or
(c) Involved the violation of the annual or retirement of trade laws of
that jurisdiction.
B. For any person or persons who have been or are subject to one or more of
the ???? in ???? A.1 through A.3 above, the following information MUST be
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attached.
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[_] 1. Full name and prior name(s) used
2. Full birth name.
3. Present home address.
4. Prior addresses (for immediate preceding 7-year period)
5. Date and ???? of birth
6. ???? ???? ???? number
7. ???? and description of each conviction or judicial action, ???? ????
location, the court and public agency involved and ???? or cour??
number of case.
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STATEMENT OF BANKRUPTCY RECEIVERS ?? OR REVOCATION
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A.R.S. Section ???? ???? and 10-????
C. ???? any person serving (?) ???? by election or appointment as an officer,
director, trustee or incorporator of the corporation or, (b) major
stockholder (possessing or controlling any proprietary, beneficial or
membership interest in the corporation, served in any such capacity or held
such interest in any corporation which has been placed in bankruptcy or
receivership or had no charter ???? YES ____ NO X
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IF YOUR ANSWER TO THE ABOVE QUESTION IS "YES", YOU MUST ATTACH THE FOLLOWING
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INFORMATION FOR EACH CORPORATION:
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1. Name and address of the corporation.
2. Full name, including ???? and address of each person involved.
3. State(s) in which the corporation
(a) Was Incorporated.
(b) Has transacted business.
4. Date of corporate operation.
5. A description of the bankruptcy, receivership or ???? ????, including
the date, court or agency involved and the ???? or ???? number of the
case.
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Under penalties of law, the undersigned incorporators Officers ???? ???? that
???? ???? ????, including any attachments, and to the best of our knowledge and
belief its true, correct and complete.
BY /s/ Martin Fox DATE 7/06/92 BY _______________ DATE _______
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TITLE President TITLE___________________________
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BY /s/ Maureen Fox DATE 7/06/92 BY _______________ DATE _______
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TITLE Secretary TITLE___________________________
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FISCAL DATE 12/31
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ARTICLES OF INCORPORATION
OF
HOME DIALYSIS OF AMERICA, INC.
ARTICLE I
The name of the corporation shall be HOME DIALYSIS OF AMERICA, INC.
ARTICLE II
The purpose for which this corporation is organized is the transaction of
any or all lawful business for which corporations may be incorporated under the
laws of the State of Arizona.
ARTICLE III
The Corporation initially intends to provide medical services and products.
ARTICLE IV
The Corporation shall have the authority to issue Ten Million (10,000,000)
shares of common stock having a par value of One Dollar ($1.00) per share.
ARTICLE V
The name and address of the initial statutory agent of the Corporation is:
MARTIN FOX
6420 East Broadway Blvd., Suite B-102
Tucson, Arizona 85710
ARTICLE VI
The affairs of the Corporation shall be conducted by the Board of Directors
of the Corporation. The number and qualifications of persons to serve on the
Board of Directors shall be as provided by the By-Laws of the Corporation,
except that the Board of Directors shall always consist of no fewer than two (2)
nor more than ten (10) persons. Directors shall be elected at the Annual Meeting
of members on the date and at the time and place as provided in the By-Laws of
the Corporation.
ARTICLE VII
The initial Board of Directors shall consist of the Incorporators. They
shall serve as directors until their successors are elected and qualified.
ARTICLE VIII
The registered holders of the shares of the capital stock of the
Corporation shall have the preemptive right to purchase additional stock on such
equitable terms, prices, and conditions as shall be fixed by the Board of
Directors for the issuance of any stock in the Corporation from time to time.
Such preemptive right shall be exercised in the ratio that the number of shares
held by each stockholder bears to the total number of shares outstanding.
ARTICLE IX
INCORPORATORS
The names and addresses of the Incorporators are:
FOX, MARTIN
6420 East Broadway, Suite B-102
Tucson, Arisona 85720
FOX, MAUREEN
4660 N. Banyon Tree, ??
Tucson, Arizona 85749
ARTICLE I
No director shall be personally liable to the Corporation or to its
shareholders for monetary damages for breach of fiduciary duty as a director,
except to the extent that such limitation of liability is prohibited by law.
DATED this 6 day of July, 1998.
/s/ Martin Fox
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MARTIN FOX
/s/ Maureen Fox
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MAUREEN FOX
I Martin P. Fox, having been designated to act as Statutory Agent, hereby
consent to act in that capacity until removed or resignation is submitted in
accordance with the Arizona Revised Statutes.
/s/ Martin Fox
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(signature of Statutory Agent)
[SEAL] STATE OF ARIZONA
CORPORATION COMMISSION
I hereby certify this to be a true
and complete copy of the document filed
in this office and admitted to record in
File No. 05270738
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/s/ Jack Rose
Executive Secretary
Dated: 4-28-98 By: /s/ Jolene M. Muillo
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