[GRAPHIC OMITTED]
DEAN HELLER
SECRETARY OF STATE
204 NORTH CARSON STREET, SUITE 1
CARSON CITY, NEVADA 89701-4299
(775) 684 5708
WEBSITE: SECRETARYOFSTATE.BIZ FILED# C17516-03
AUG 24 2004
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CERTIFICATE OF DESIGNATION IN THE OFFICE OF
(PURSUANT TO NRS 78.1955) /s/Dean Heller
- ---------------------------------------- DEAN HELLER, SECRETARY OF STATE
IMPORTANT: READ ATTACHED INSTRUCTIONS
BEFORE COMPLETING FORM. ABOVE SPACE IS FOR OFFICE USE ONLY
CERTIFICATE OF DESIGNATION
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FOR NEVADA PROFIT CORPORATIONS
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(PURSUANT TO NRS 78.1955)
1. NAME OF CORPORATION:
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ATNG INC.
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2. BY RESOLUTION OF THE BOARD OF DIRECTORS PURSUANT TO A PROVISION IN THE
ARTICLES OF INCORPORATION, THIS CERTIFICATE ESTABLISHES THE FOLLOWING
REGARDING THE VOTING POWERS, DESIGNATIONS, PREFERENCES, LIMITATIONS,
RESTRICTIONS AND RELATIVE RIGHTS OF THE FOLLOWING CLASS OR SERIES OF STOCK:
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Series A Preferred Stock to consist of 20,000,000 shares:
l. Dividends. Except as provided herein, the holders of outstanding shares
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of the Series A Preferred Stock shall be Entitled to receive cash, stock, or
other property, as dividends when, as, and if declared by the Board of Directors
of the Company. If shares of the Series A Preferred Stock or the Common Stock
are to be issued as a dividend, any such shares shall be issued at Market Value.
"Market Value" for the Common Stock for the purposes of this Certificate of
Designation shall mean the average of the bid and ask prices for the Common
Stock for the five business days preceding the declaration of a dividend by the
Board of Directors. "Market Value" with respect to any shares of the Series A
Preferred Stock shall be as determined by the Board of Directors, whose decision
shall be final and binding on all parties.
2. Redemption Rights. Subject to the applicable provisions of Nevada law,
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the Company, at the option of its directors, and with the consent of a majority
of the stockholders of the Series A Preferred Stock, may at any time or from
time to time redeem the whole or any part of the outstanding Series A Preferred
Stock. [CONTINUATION ATTACHED]
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3. EFFECTIVE DATE OF FILING (OPTIONAL):
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(must not be later that 90 days
after the certificate is filed)
4. OFFICER SIGNATURE: /s/ illegible
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FILLING FEE: $175.00
IMPORTANT: Failure to include any of the above information and submit the
proper fees may cause this filing to be rejected.
SUBMIT IN DUPLICATE
THIS FORM MUST BE ACCOMANIED NEVADA SECRETARY OF STATE
BY APPROPRIATE FEES AM 78,1955 DESIGNATION 2003
SEE ATTACHED FEE SCHEDULE. REVISED ON 1/03/03
CONTINUATION
FOR THE
CERTIFICATE OF DESIGNATION
ESTABLISHING SERIES A PREFERRED STOCK
OF ATNG INC.
Any such redemption shall be pro rata with respect to all of the holders of the
Series A Preferred Stock. Upon redemption, the Company shall pay for each share
redeemed the amount of $10.00 per share, payable in cash, the redemption amount
being referred to as the "Redemption Price." Such redemption shall be on an
all-or-nothing basis.
At least 30 days previous notice by mail, postage prepaid, shall be given
to the holders of record of the Series A Preferred Stock to be redeemed, such
notice to be addressed to each such stockholder at the address of such holder
appearing on the books of the Company or given by such holder to the Company for
the purpose of notice, or if no such address appears or is given, at the place
where the principal office of the Company is located. Such notice shall state
the date fixed for redemption and the redemption price, and shall call upon the
holder to surrender to the Company on said date at the place designated in the
notice such holder's certificate or certificates representing the shares to be
redeemed. On or after the date fixed for redemption and stated in such notice,
each holder of Series A Preferred Stock called for redemption shall surrender
the certificate evidencing such shares to the Company at the place designated in
such notice and shall thereupon be entitled to receive payment of the redemption
price. If less than all the shares represented by any such surrendered
certificate are redeemed, a new certificate shall be issued representing the
unredeemed shares. If such notice of redemption shall have been duly given, and
if on the date fixed for redemption funds necessary for the redemption shall be
available therefor, notwithstanding that the certificates evidencing any Series
A Preferred Stock called for redemption shall not have been surrendered, the
dividends with respect to the shares so called for redemption shall forthwith
after such date cease and determine, except only the right of the holders to
receive the redemption price without interest upon surrender of their
certificates therefor.
If, on or prior to any date fixed for redemption of Series A Preferred
Stock, the Company deposits, with any bank or trust company as a trust fund, a
sum sufficient to redeem, on the date fixed for redemption thereof, the shares
called for redemption, with irrevocable instructions and authority to the bank
or trust company to give the notice of redemption thereof (or to complete the
giving of such notice if theretofore commenced) and to pay, or deliver, on or
after the date fixed for redemption or prior thereto, the redemption price of
the shares to their respective holders upon the surrender of their share
certificates, then from and after the date of the deposit (although prior to the
date fixed for redemption), the shares so called shall be redeemed and any
dividends on those shares shall cease to accrue after the date fixed for
redemption. The deposit shall constitute full payment of the shares to their
holders, and from and after the date of the deposit the shares shall no longer
be outstanding and the holders thereof shall cease to be stockholders with
respect to such shares, and shall have no rights with respect thereto except the
right to receive from the bank or trust company payment of the redemption price
of the shares without interest, upon the surrender of their certificates
therefor. Any interest accrued on any funds so deposited shall be the property
of, and paid to, the Company. If the holders of Series A Preferred Stock so
called for redemption shall not, at the end of six years from the date fixed for
redemption thereof, have claimed any funds so deposited, such bank or trust
company shall thereupon pay over to the Company such unclaimed funds, and such
bank or trust company shall thereafter be relieved of all responsibility in
respect thereof to such holders and such holders shall look only to the Company
for payment of the redemption price.
3 Liquidation Rights. Upon the dissolution, liquidation or winding up
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of the Company, whether voluntary or involuntary, the holders of the then
outstanding shares of Series A Preferred Stock shall be entitled to receive out
of the assets of the Company the sum of $0.001 per share (the "Liquidation
Rate") before any payment or distribution shall be made on the Common Stock, or
any other class of capital stock of the Company ranking junior to the Series A
Preferred Stock.
(a) The sale, conveyance, exchange or transfer (for cash, shares
of stock, securities or other consideration) of all or substantially all the
property and assets of the Company shall be deemed a dissolution, liquidation or
winding up of the Company for purposes of this Paragraph 3, but the merger,
consolidation, or other combination of the Company into or with any other
corporation, or the merger, consolidation, or other combination
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of any other corporation into or with the Company, shall not be deemed a
dissolution, liquidation or winding up, voluntary or involuntary, for purposes
of this Paragraph 3. As use herein, the "merger, consolidation, or other
combination" shall include, without limitation, a forward or reverse triangular
merger, or stock exchange of the Company and any of its subsidiaries with any
other corporation.
(b) After the payment to the holders of shares of the Series A
Preferred Stock of the full preferential amounts fixed by this Paragraph 3 for
shares of the Series A Preferred Stock, the holders of the Series A Preferred
Stock as such shall have no right or claim to any of the remaining assets of the
Company.
(c) In the event the assets of the Company available for
distribution to the holders of the Series A Preferred Stock upon dissolution,
liquidation or winding up of the Company shall be insufficient to pay in full
all amounts to which such holders are entitled pursuant to this Paragraph 3, no
distribution shall be made on account of any shares of a class or series of
capital stock of the Company ranking on a parity with the shares of the Series A
Preferred Stock, if any, upon such dissolution, liquidation or winding up unless
proportionate distributive amounts shall be paid on account of the shares of the
Series A Preferred Stock, ratably, in proportion to the full distributive
amounts for which holders of all such parity shares are respectively entitled
upon such dissolution, liquidation or winding up.
4 Conversion of Series A Preferred Stock. At any time, the holder of
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shares of the Series A Preferred Stock shall have the right, at such holder's
option, to convert any number of shares of the Series A Preferred Stock into
shares of the Common Stock. Such right to convert shall commence as of the date
the shares of such Series A Preferred Stock are issued to such holder (the
"Issue Date") and shall continue thereafter for a period of 10 years, such
period ending on the 10th anniversary of the Issue Date. In the event that the
holder of the Series A Preferred Stock elects to convert such shares into Common
Stock, the holder shall have 60 days from the date of such notice in which to
tender his shares of Series A Preferred Stock to the Company. Any such
conversion shall be upon the other following terms and conditions:
(a) Conversion Right. Subject to adjustment as provided herein,
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each share of the Series A Preferred Stock shall be convertible into 10 fully
paid and nonassessable shares of the Common Stock (the "Conversion Rate").
(b) Adjustment of Conversion Rate for Dilution and Other Events.
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In order to prevent dilution of the rights granted to the holders of shares of
the Series A Preferred Stock, the Conversion Rate will be subject to adjustment
from time to time as follows:
(i) Adjustment of Conversion Rate upon Subdivision or
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Combination of the Common Stock. If the Company at any time subdivides the
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Common Stock (by any stock split, stock dividend, recapitalization or otherwise)
into a greater number of shares, the Conversion Rate in effect immediately prior
to such subdivision will be proportionately reduced. If the Company at any time
combines the Common Stock (by combination, reverse stock split or otherwise)
into a smaller number of shares, the Conversion Rate in effect immediately prior
to such combination will be proportionately increased.
(ii) Reorganization, Reclassification, Consolidation, Merger,
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or Sale. Any recapitalization, reorganization, reclassification, consolidation,
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merger, or other similar transaction which is effected in such a way that
holders of the Common Stock are entitled to receive (either directly or upon
subsequent liquidation) stock, securities or assets with respect to or in
exchange for the Common Stock is referred to herein as an "Organic Change."
Prior to the consummation of any Organic Change, the Company will make
appropriate provision, in form and substance satisfactory to the holders of a
majority of the outstanding shares of the Series A Preferred Stock, to ensure
that each of the holders of shares of the Series A Preferred Stock will
thereafter have the right to acquire and receive in lieu of or in addition to,
as the case may be, the shares of the Common Stock immediately theretofore
acquirable and receivable upon the conversion of such holder's Series A
Preferred Stock, such shares of stock, securities or assets as may be issued or
payable with respect to or in exchange for the number of shares of the Common
Stock immediately theretofore acquirable and receivable upon the conversion of
such holder's shares of the Series A Preferred Stock had such Organic Change not
taken place. In any such case, the Company will make appropriate provision, in
form and substance satisfactory to the holders of a majority of the outstanding
shares of the Series A Preferred Stock, with respect to such holders' rights and
interests to ensure that
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the provisions of this paragraph and paragraph 4(c) below will thereafter be
applicable to the Series A Preferred Stock. The Company will not effect any
such consolidation or merger, unless prior to the consummation thereof the
successor entity resulting from such consolidation or merger, if other than the
Company, assumes, by written instrument, in form and substance satisfactory to
the holders of a majority of the outstanding shares of the Series A Preferred
Stock, the obligation to deliver to each holder of shares of the Series A
Preferred Stock such shares of stock, securities or assets as, in accordance
with the foregoing provisions, that such holder may be entitled to acquire.
(iii) Notices. Immediately upon any adjustment of the
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Conversion Rate, the Company will give written notice of such adjustment to each
holder of shares of the Series A Preferred Stock, setting forth in reasonable
detail and certifying the calculation of such adjustment. The Company will give
written notice to each holder of shares of the Series A Preferred Stock at least
20 days prior to the date on which the Company closes its books or takes a
record with respect to any dividend or distribution upon the Common Stock, or
with respect to any pro rata subscription offer to holders of the Common Stock.
The Company will also give written notice to each holder of shares of the Series
A Preferred Stock at least 20 days prior to the date on which any Organic
Change, dissolution or liquidation will take place.
(c) Purchase Rights. If at any time the Company grants, issues or
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sells any options, convertible securities or rights to purchase stock, warrants,
securities or other property pro rata to the record holders of the Common Stock
(the "Purchase Rights"), then each holder of shares of the Series A Preferred
Stock will be entitled to acquire, upon the terms applicable to such Purchase
Rights, the aggregate Purchase Rights which such holder could have acquired if
such holder had held the number of shares of the Common Stock acquirable upon
complete conversion of the holder's shares of the Series A Preferred Stock
immediately before the date on which a record is taken for the grant, issuance
or sale of such Purchase Rights, or, if no such record is taken, the date as of
which the record holders of the Common Stock are to be determined for the grant,
issue or sale of such Purchase Rights.
(d) Mechanics of Conversion. To convert shares of the Series A
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Preferred Stock into full shares of the Common Stock on any date (the
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"Conversion Date"), the holder thereof shall (i) deliver or transmit by
facsimile to the Company, for receipt on or prior to 11:59 p.m., Eastern Time,
on the Conversion Date, a copy of a fully executed notice of conversion in the
form attached hereto as Attachment A (the "Conversion Notice"), and (ii)
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surrender to a common carrier for delivery to the Company as soon as practicable
following such date, the certificates (each a "Preferred Stock Certificate")
representing the shares of the Series A Preferred Stock being converted, or an
indemnification undertaking with respect to such shares in the case of the loss,
theft or destruction thereof, and the originally executed Conversion Notice.
Upon receipt by the Company of a facsimile copy of a Conversion Notice, the
Company shall immediately send, via facsimile, a confirmation of receipt of such
Conversion Notice to such holder. Within five business days of the Company's
receipt of the originally executed Conversion Notice and the holder's Preferred
Stock Certificate(s), the Company shall issue and surrender to a common carrier
for overnight delivery to the address as specified in the Conversion Notice, a
certificate, registered in the name of the holder or its designee, for the
number of shares of the Common Stock to which the holder is entitled.
(e) Record Holder. The person or persons entitled to receive
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shares of the Common Stock issuable upon conversion of shares of the Series A
Preferred Stock shall be treated for all purposes as the record holder or
holders of such shares of the Common Stock on the Conversion Date.
(f) Fractional Shares. The Company shall not be required to issue
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any fraction of a share of the Common Stock upon any conversion. All shares of
the Common Stock, including fractions thereof, issuable upon conversion of more
than one share of the Series A Preferred Stock shall be aggregated for purposes
of determining whether the conversion would result in the issuance of a fraction
of a share of the Common Stock. If, after such aggregation, the issuance would
result in the issuance of a fraction of it share of the Common Stock, the
Company shall round such fraction of a share of the Common Stock up or down to
the nearest whole share.
(g) Reissuance of Certificates. In the event of a conversion of
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less than all of the shares of the Series A Preferred Stock represented by a
particular Preferred Stock Certificate, the Company shall promptly
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cause to be issued and delivered to the holder of such Series A Preferred Stock
a new Series A Preferred Stock Certificate representing the remaining shares of
the Series A Preferred Stock which were not corrected.
5 Reservation of Shares. The Company shall, so long as any of the
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shares of the Series A Preferred Stock are outstanding, reserve and keep
available out of its authorized and unissued shares of the Common Stock, solely
for the purpose of effecting the conversion of the shares of the Series A
Preferred Stock, the number of shares of the Common Stock as shall from time to
time be sufficient to affect the conversion of all of the outstanding shares of
the Series A Preferred Stock.
6 Preferred Status. The rights of the shares of the Common Stock shall
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be subject to the preferences and relative rights of the shares of the Series A
Preferred Stock. Without the prior written consent of the holders of not less
than two-thirds (2/3) of the outstanding shares of the Series A Preferred Stock,
the Company shall not hereafter authorize or issue additional or other capital
stock that is of senior or equal rank to the shares of the Series A Preferred
Stock in respect of the preferences as to distributions and payments upon the
liquidation, dissolution and winding up of the Company described in Paragraph 3
above.
7 Restriction on Dividends. If any shares of the Series A Preferred
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Stock are outstanding, the Company shall not, without the prior written consent
of the holders of not less than two-thirds (2/3) of the then outstanding shares
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of the Series A Preferred Stock, directly or indirectly declare, pay or make any
dividends or other distributions upon any of the Common Stock. Notwithstanding
the foregoing, this paragraph shall not prohibit the Company from declaring and
paying a dividend in cash with respect to the shares of the Common Stock so long
as the Company simultaneously pays each holder of shares of the Series A
Preferred Stock an amount in cash equal to the amount such holder would have
received had all of such holder's shares of the Series A Preferred Stock been
converted to shares of the Common Stock on the business day prior to the record
date for any such dividend.
8 Vote to Change the Terms of the Series A Preferred Stock. Without
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the prior written consent of the holders of not less than two-thirds (2/3) of
the outstanding shares of the Series A Preferred Stock, the Company shall not
amend, alter, change or repeal any of the powers, designations, preferences and
rights of the Series A Preferred Stock.
9 Lost or Stolen Certificates. Upon receipt by the Company of evidence
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satisfactory to the Company of the loss, theft, destruction or mutilation of any
Preferred Stock Certificates representing shares of the Series A Preferred
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Stock, and, in the case of loss, theft or destruction, of any indemnification
undertaking or bond, in the Company's discretion, by the holder to the Company
and, in the case of mutilation, upon surrender and cancellation of the Preferred
Stock Certificate(s), the Company shall execute and deliver new Series A
Preferred Stock Certificate(s) of like tenor and date; provided, however, the
Company shall not be obligated to re-issue Series A Preferred Stock Certificates
if the holder thereof contemporaneously requests the Company to convert such
shares of the Series A Preferred Stock into the Common Stock.
10 Voting. On all matters submitted to a vote of the holders of the
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Common Stock, including, without limitation, the election of directors, a holder
of shares of the Series A Preferred Stock shall be entitled to one vote on such
matters equal to the number of shares of the Series A Preferred Stock held by
such holder at the record date for the determination of stockholders entitled to
vote on such matters. If no such record date is established, the date to be
used for the determination of the stockholders entitled to vote on such matters
shall be the date on which notice of the meeting of stockholders at which the
vote is to be taken is marked, or the date any written consent of stockholders
is solicited if the vote is not to be taken at a meeting. The holders of Series
A Preferred Stock shall not vote as a separate class, but shall vote with the
holders of the Common Stock.
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