ARTICLES OF INCORPORATION
OF
RIVAL TECHNOLOGIES, INC.
The undersigned, acting as incorporator of Rival Technologies, Inc. (the
"Corporation") under the Nevada Revised Statutes, adopts the following
Articles of Incorporation for the Corporation:
ARTICLE I: NAME OF CORPORATION
The name of the Corporation is "Rival Technologies, Inc."
ARTICLE II: SHARES
The amount of the total authorized capital stock of the Corporation is
100,000,000 shares of common stock, par value $.001, and 10,000,000 shares of
preferred stock, par value $0.01. Each share of common stock shall have one
(1) vote. Such stock may be issued from time to time without any action by
the stockholders for such consideration as may be fixed from time to time by
the Board of Directors, and shares so issued, the full consideration for which
has been paid or delivered, shall be deemed the full paid up stock, and the
holder of such shares shall not be liable for any further payment thereof.
Said stock shall not be subject to assessment to pay the debts of the
Corporation, and no paid-up stock and no stock issued as fully paid, shall
ever be assessed or assessable by the Corporation.
The Board of Directors shall be authorized to divide the authorized preferred
stock into such series as the Board of Directors designates and to fix and
determine the relative rights and preferences of the shares of any preferred
series established to the full extent permitted by the laws of the State of
Nevada.
ARTICLE III: REGISTERED OFFICE AND AGENT
The address of the initial registered office of the Corporation and the name
of its initial registered agent at such address is:
Incorp Services, Inc.
3155 East Patrick Lane, Suite 1
Las Vegas, Nevada 89120-3481
ARTICLE IV: INCORPORATOR
The name and address of the incorporator is:
Rival Technologies, Inc., a British Columbia corporation
Suite 200, 100 Park Royal
West Vancouver, BC. Canada V7T 1A2
ARTICLE V: DIRECTORS
The members of the governing board 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 bylaws of the
Corporation, provided that the number of directors shall not be reduced to
less than one (1).
NAME AND ADDRESS
Robin J. Harvey #106, 155 East 3rd Street N.
Vancouver, British Columbia V7L 1E5
Piero D. Guglielmi #207, 3663 West 16th Avenue
Vancouver, British Columbia V6R 3C3
Elio Guglielmi 2929 West 24th Avenue
Vancouver, British Columbia V6L 1R5
ARTICLE VI: GENERAL
1. The board of directors shall have the power and authority to make and
alter, or amend, the bylaws, to fix the amount in cash or otherwise, to be
reserved as working capital, and to authorize and cause to be executed the
mortgages and liens upon the property and franchises of the Corporation.
2. The board of directors shall, from time to time, determine whether, and to
what extent, and at which times and places, and under what conditions and
regulations, the accounts and books of this Corporation, or any of them, shall
be open to the inspection of the stockholders; and no stockholder shall have
the right to inspect any account, book or document of this Corporation except
as conferred by the Statutes of Nevada, or authorized by the directors or any
resolution of the stockholders.
3. The stockholders and directors shall have the power to hold their
meetings, and keep the books, documents and papers of the Corporation outside
of the State of Nevada, and at such place as may from time to time be
designated by the bylaws or by resolution of the board of directors or
stockholders, except as otherwise required by the laws of the State of Nevada.
4. The Corporation elects not to be governed by Nevada Revised Statutes
78.411 through 78.444, inclusive as amended, related to combination
moratoriums with interested stockholders.
5. The Corporation elects not to be governed by Nevada Revised Statutes
Sections 78.378 through 78.3793, inclusive, as amended, related to control
share acquisitions.
6. The Corporation shall indemnify each present and future officer and
director of the Corporation and each person who serves at the request of the
Corporation as an officer or director of the Corporation, whether or not such
person is also an officer or director of the Corporation, against all costs,
expenses and liabilities which may be incurred by or imposed on him in
connection with any claim, action, suit, proceeding, investigation or inquiry
hereafter made, instituted or threatened by reason of any past or future
action taken or authorized and approved by him or any omission to act as such
officer or director. Costs, expenses and liabilities include the amounts of
judgments, amounts paid in compromise settlements and amounts paid for
services of counsel and other related expenses; except such costs, expenses or
liabilities as shall relate to matters as to which he shall in such action,
suit or proceeding, be finally adjudged to be liable by reason of his
negligence or willful misconduct toward the Corporation in the performance of
his duties as such officer or director. In the absence of such final
adjudication of the existence of such liability, the board of directors and
each officer and director may conclusively rely upon an opinion of legal
counsel selected by or in the manner designed by the board of directors. The
foregoing right of indemnification shall not be exclusive of other rights to
which any such officer or director may be entitled as a matter of law or
otherwise, and shall inure to the benefit of the heirs, executors,
administrators and assigns of each officer or director.
The undersigned incorporator executed these Articles of Incorporation,
certifying that the facts herein stated are true this 26th day of August, 2005
Rival Technologies, Inc., a British Columbia corporation
/s/ Robin J. Harvey
By: ____________________________________________
Robin J. Harvey, President