DEAN HELLER
Secretary of State
206 Nor4h Carson Street
Carson City; Nevada 891014209
(778) 684 5708
Website: secretaryofstate.biz
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Certificate to Accompany
Restated Articles
(PURSUANT TO NRS)
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This Form Is to Accompanv Restated Articles of Incorporation
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(Pursuant to NRS 78.403, 82.371, 86.221, 88.355 or 88A.250)
(This form is also to be used to accompany Restated Articles for
Limited-Liability Companies, Certificates of Limited Partnership,
Limited-Liability Limited Partnerships and Business Trusts)
1. Name of Nevada entity as last recorded in this office:___ASPEN RACING
STABLES_____________________________________
2. The articles are being |_| Restated or X Amended and Restated (check only
one). Please entitle your attached articles "Restated" or "Amended and
Restated," accordingly.
3. Indicate what changes have been made by checking the appropriate box.*
|_| No amendments; articles are restated only and are signed by an officer of
the corporation who has been authorized to execute the certificate by
resolution of the board of directors adopted on_________. The certificate
correctly sets forth the text of the articles or certificate as amended to
the date of the certificate.
[X] The entity name has been amended,
|_| The resident agent has been changed. (attach Certificate of Acceptance from
new resident agent)
|_| The purpose of the entity has been amended.
[X] The authorized shares have been amended.
|_| The directors, managers or general partners have been amended.
|_| IRS tax language has been added.
[X] Articles have been added.
|_| Articles have been deleted.
|_| Other. The articles or certificate have been amended as follows: (provide
article numbers, if available)
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* This form is to accompany Restated Articles which contain newly altered or
amended articles. The Restated Articles must contain all of the requirements as
set forth in the statutes for amending or altering the articles or certificates,
IMPORTANT: Failure to Include any of the above information and submit the proper
fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees.
Nevada Secretary of State AM RESTATED 2068
Revised on; 10-21-05
DEAN HELLER
Secretary of State
206 Nor4h Carson Street
Carson City; Nevada 891014209
(778) 684 5708
Website: secretaryofstate.biz
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Articles of Incorporation
(PURSUANT TO NRS 78)
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Important: Read attached instructions before completing form.
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Aspen Racing Stables
The Corporation Trust Company of Nevada
6100 NeilRoad , Suite 500
Reno , NEVADA 89511
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Number of shares will par value.
110,000,000 shares
$0.01 par value
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Names & Addresses, of Board of Directors/Trustees:
Dwight McLellan
#8, 11 Scarpe Dr. SW
Calgary, AB T2T 6K9
Trixy Walt
243 Cranfield Green SE
Calgary, AB T3m IC4
Signature of Incorporator
Dwight McLellan
#8, 11 Scarpe Dr. SW
Calgary, AB T2T 6K9
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I hereby accept appointment as Resident Agent for the above named corporation.
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Authorized Signature of R.A. or On Behalf of R.A. Company Date
This form must be accompanied by appropriate fees. See attached fee schedule.
Nevada Secretary of State Form 78
ARTICLES, 2003 Revised on: 11/21/03
(PROFIT) ANNUAL LIST OF OFFICERS, DIRECTORS AND RESIDENT AGENT OF FILE Number
Aspen Racing Stables
(Name of Corporation)
FOR THE Filing PERIOD OF________________________TO___________________________
The Corporation's duty appointed-resident agent in the State of Nevada upon whom
process can.be served:
The Corporation Trust Company of Nevada
6100 Neil Road,
Suite 500,
Reno, Nevada 89511
[ ] CHECK BOX IF YOU REQURE A FORM TO UPDATE YOUR RESIDENT AGENT INFORMATION
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Important: Read Instructions before completing and returning this form.
1. Print or type names and addresses either residence or business for all
officers and directors. A President, Secretary, Treasure, or equivalent of
and all Directors must be named. Have an officer sign the form. Form will
be returned if unsigned.
2. If there are additional directors attach a list of them to this form.
3. Return the completed form with the filing fee. A $75.00 penalty must be
added for failure to file this form by the deadline. An annual list
received more than 90 days before its due date shall be deemed an amended
list for the previous year..
4. Make your check payable to the Secretary of State. Your cancelled check
will consititute a certificate to transact business per NRS 78.166. To
receive a certified copy, enclose an additional $30.00 and appropriate
Instructions.
5 Return t he completed form to: Secretary of State, 202 North Carson Street,
Carson City, NV 89701-4201, (776) 684-5708 6 .Form must be in the
possession of the Secretary of State on or before the last day of the month
in which it is due. (Postmark date is not accepted as receipt date.) Forms
received after due date will be returned for additional fees and penalties.
CHECK ONLY IF APPLICABLE:
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[X] This corporation is a publicly traded corporation. The central Index Key
number is ___________________________
[ ] This publicly traded oorporation is not required to have a Central Index
Key number.
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NAME TITLE(s)
Dwight McLellan PRESIDENT (OR EQUIVALENT OF)
#8, 11 Scarpe Dr. SW
Calgary, AB T2T 6K9
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NAME TITLE(s)
Trixy Walt SECRETARY (OR EQUIVALENT OF)
243 Cranfield Green SE
Calgary, AB T3m IC4
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NAME TITLE(s)
Trixy Walt TREASURER (OR EQUIVALENT OF)
243 Cranfield Green SE
Calgary, AB T3m IC4
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NAME TITLE(s)
Trixy Walt DIRECTOR
243 Cranfield Green SE
Calgary, AB T3m IC4
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I I declare to the best of my knowledge under penalty of perjury, that the above
mentioned entity has complied with the provisions of NRS 360.780 and acknowledge
that pursuiant to NRS 239.330, it is a category C felony to knowingly offer any
false or forged Instrument for filing in the Office of the Secretary of State.
X Signature of Officer /s/ Dwight McLellan
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Title President
Date Date 03/04/06
Nevada Secretary of State Form ANNUAL LIST-PROFIT 2003
Revised on: 11-12-03
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
ASPEN RACING STABLES
The undersigned President of Aspen Racing Stables, a Nevada corporation,
has hereby executed these Restated Articles of Incorporation of the Company,
pursuant to the requirements of NRS 78.403. These Restated Articles of
Incorporation were approved by the Board of Directors and by a written consent
of the holders of 100% of the outstanding shares of common stock.
ARTICLE ONE
The amended name of the Corporation is Aspen Racing Stables, Inc.
ARTICLE TWO
The address of the Corporation's principal office in the State of Nevada is
6100 Neil Road, Suite 500, Reno Nevada 89511, and the name of its registered
agent at such address is The Corporation Trust Company of Nevada.
ARTICLE THREE
The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the Act.
ARTICLE FOUR
The Corporation shall have authority to issue two classes of stock, and the
total number authorized shall be one hundred million (100,000,000) shares of
Common Stock of the par value of ($.001) each, and ten million (10,000,000)
shares of Preferred Stock of the par value of ($.001) each. A description of the
different classes of stock of the Corporation and a statement of the
designations and the powers, preferences and rights, and the qualifications,
limitations or restrictions thereof, in respect of each class of such stock are
as follows:
1. Issuance in Class or Series. The Preferred Stock may be issued from time
to time in one or more series, or divided into additional classes and such
classes into one or more series. The terms of a class or series, including all
rights and preferences, shall be as specified in the resolution or resolutions
adopted by the Board of Directors designating such class or series, which
resolution or resolutions the Board of Directors is hereby expressly authorized
to adopt. Such resolution or resolutions with respect to a class or series shall
specify all or such of the rights or preferences of such class or series as the
Board of Directors shall determine, including the following, if applicable: (a)
the number of shares to constitute such class or series and the distinctive
designation thereof; (b) the dividend or manner for determining the dividend
payable with respect to the shares of such class or series and the date or dates
from which dividends shall accrue, whether such dividends shall be cumulative,
and, if cumulative, the date or dates from which dividends shall accumulate and
whether the shares in such class or series shall be entitled to preference or
priority over any other class or series of stock of the Corporation with respect
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to payment of dividends; (c) the terms and conditions, including price or a
manner for determining the price, of redemption, if any, of the shares of such
class or series; (d) the terms and conditions of a retirement or sinking fund,
if any, for the purchase or redemption of the shares of such class or series;
(e) the amount which the shares of such class or series shall be entitled to
receive, if any, in the event of any liquidation, dissolution or winding up of
the Corporation and whether such shares shall be entitled to a preference or
priority over shares of another class or series with respect to amounts received
in connection with any liquidation, dissolution or winding up of the
Corporation; (f) whether the shares of such class or series shall be convertible
into, or exchangeable for, shares of stock of any other class or classes, or any
other series of the same or any other class or classes of stock, of the
Corporation and the terms and conditions of any such conversion or exchange; (g)
the voting rights, if any, of shares of stock of such class or series in
addition to those granted herein; (h) the status as to reissuance or sale of
shares of such class or series redeemed, purchased or otherwise reacquired, or
surrendered to the Corporation upon conversion; (i) the conditions and
restrictions, if any, on the payment of dividends or on the making of other
distributions on, or the purchase, redemption or other acquisition by the
Corporation or any subsidiary, of any other class or series of stock of the
Corporation ranking junior to such shares as to dividends or upon liquidation;
(j) the conditions, if any, on the creation of indebtedness of the Corporation,
or any subsidiary; and (k) such other preferences, rights, restrictions and
qualifications as the Board of Directors may determine.
All shares of the Common stock shall be of the same class and shall have
equal dividend or distribution, liquidation and other rights.
All shares of the Common Stock shall rank equally, and all shares of the
Preferred Stock shall rank equally, and be identical within their classes in all
respects regardless of series, except as to terms which may be specified by the
Board of Directors pursuant to the above provisions. All shares of any one
series of a class of Preferred Stock shall be of equal rank and identical in all
respects, except that shares of any one series issued at different times may
differ as to the dates on which dividends thereon shall accrue and be
cumulative.
2. Other Provisions. Shares of Common Stock or Preferred Stock of any class
or series may be issued with such voting powers, full or limited, or no voting
powers, and such designations, preferences and relative participating, option or
special rights, and qualifications, limitations or restrictions thereof, as
shall be stated and expressed in the resolution or resolutions providing for the
issuance of such stock adopted by the Board of Directors. Any of the voting
powers, designations, preferences, rights and qualifications, limitations or
restrictions of any such class or series of stock may be made dependent upon
facts ascertainable outside the resolution or resolutions of the Board of
Directors providing for the issue of such stock by the Board of Directors,
provided the manner in which such facts shall operate upon the voting powers,
designations, preferences, rights and qualifications, limitations or
restrictions or such class or series is clearly set forth in the resolution or
resolutions providing for the issue of such stock adopted by the Board of
Directors. Shares of Common or Preferred Stock reacquired by the Corporation
shall no longer be deemed outstanding and shall have no voting or other rights
unless and until reissued. Shares reacquired by the Corporation may be canceled
and restored to the status of authorized and unissued stock by action of the
Board of Directors.
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3. Common Stock. Except as otherwise provided in any resolution or
resolutions adopted by the Board of Directors, the Common Stock shall (a) have
the exclusive voting power of the corporation; (b) entitle the holders thereof
to one vote per share at all meetings of the stockholders of the Corporation;
(c) entitle the holders to share ratably, without preference over any other
shares of the Corporation, in all assets of the Corporation In the event of any
dissolution, liquidation or winding up of the Corporation; and (d) entitle the
record holder thereof on such record dates as are determined, from time to time,
by the Board of Directors to receive such dividends, if any, if, as and when
declared by the Board of Directors.
ARTICLE FIVE
The Corporation is to have perpetual existence.
ARTICLE SIX
No stockholder shall have any pre-emptive right to purchase shares of the
Corporation.
ARTICLE SEVEN
1. Designations. The governing board of the Corporation shall be styled as
a "Board of Directors," and any member of said Board shall be styled as a
"Director."
2. Number, Election and Terms of Directors. The business and affairs of the
Corporation shall be managed by a Board of Directors, which, subject to the
rights of holders of shares of any class of series of Preferred Stock of the
Corporation then outstanding to elect additional Directors under specified
circumstances, shall consist of not less than one nor more than fifteen persons.
The exact number of Directors within the minimum and maximum limitations
specified in the preceding sentence shall be fixed from time to time by either
(i) the Board of Directors pursuant to a resolution adopted by a majority of the
entire Board of Directors, or (ii) the affirmative vote of the holders of 66?%
or more of the voting power of all of the shares of the Corporation entitled to
vote generally in the election of Directors voting together as a single class.
No decrease in the number of Directors constituting the Board of Directors shall
shorten the term of any incumbent Director.
3. Stockholder Nomination of Director Candidates. Advance notice of
stockholder nominations for the election of Directors shall be at least 90 days
in advance of the date in which the next previous annual meeting of stockholders
was held.
4. Newly-Created Directorships and Vacancies. Subject to the rights of the
holders of any series of any Preferred Stock then outstanding, newly-created
directorships resulting from any increase in the authorized number of Directors
and any vacancies in the Board of Directors resulting from the death,
resignation, retirement, disqualification, removal from office or other cause
may be filled by a majority vote of the Directors then in office even though
less than a quorum, or by a sole remaining Director.
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5. Removal. Subject to the rights of the holders of any series of any
Preferred Stock then outstanding, any Director or the entire Board of Directors,
may be removed from office at any annual or special meeting called for such
purpose, and then only for cause and only by the affirmative vote of the holders
of 66?% or more of the voting power of all of the shares of the Corporation
entitled to vote generally in the election of Directors, voting together as a
single class. As used herein, cause shall mean only the following: proof beyond
the existence of a reasonable doubt that a Director has been convicted of a
felony, committed gross negligence or willful misconduct resulting in a material
detriment to the Corporation, or committed a material breach of his fiduciary
duty to the Corporation resulting in a material detriment to the Corporation.
6. Amendment, Repeal, etc. Notwithstanding anything contained in these
Articles of Incorporation to the contrary, the affirmative vote of the holders
of 66?% or more of the voting power of all of the shares of the Corporation
entitled to vote generally in the election of Directors, voting together as a
single class, shall be required to alter, amend or adopt any provision
inconsistent with or repeal this Article Seven, or to alter, amend, adopt any
provision inconsistent with or repeal comparable sections of the Bylaws of the
Corporation. In the resolution setting forth the proposed amendment, the board
of directors may insert a provision allowing the board of directors to later
abandon the amendment, without consent by the stockholders, after the amendment
has received stockholder approval but before the amendment is filed with the
Nevada Secretary of State
ARTICLE EIGHT
Notwithstanding anything contained in these Articles of Incorporation to
the contrary, the affirmative vote of the holders of 66?% or more of the voting
power of all the shares of the Corporation entitled to vote generally in the
election of Directors, voting together as a single class, shall be required to
call a special meeting of stockholders or to alter, amend, adopt any provision
inconsistent with or repeal this Article Eight, or to alter, amend, adopt any
provision inconsistent with comparable sections of the Bylaws.
ARTICLE NINE
No stock, whether paid up or issued as fully paid, shall be subject to
assessment to pay the debts of the Corporation.
ARTICLE TEN
The Corporation shall have the power to indemnify its present or former
Directors, officers, employees and agents or any person who served or is serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise to
the full extent permitted by the General Corporation Law of Nevada. Such
indemnification shall not be deemed exclusive of any other rights to which such
person may be entitled, under any bylaws, agreements, vote of stockholders or
disinterested Directors, or otherwise.
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ARTICLE ELEVEN
A Director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages or breach of fiduciary duty
as a director, except for liability (i) for any breach of the Director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involved intentional misconduct or a knowing violation of
law, (iii) under the Act, or, (iv) for any transaction from which the Director
derived an improper personal benefit.
Dated: October 20, 2006
ASPEN RACING STABLES
By: /s/Dwight McLellan
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Dwight McLellan, President