FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
Articles of Incorporation
MAY 31 1994
of
CHERYL A. LAU SECRETARY OF STATE
/S/ CHERYL A. LAU
GOLDSTAR GAMING, INC.
No. 8213-94
We the undersigned, being each of the original incorporators herein named,
for the purpose of forming a corporation to do business both within and without
the State of Nevada, and in pursuance of the corporate laws of the State of
Nevada, being Chapter 78 of the Nevada Revised Statutes, do hereby make and file
these Articles of Incorporation hereby declaring and certifying that the facts
herein stated are true:
FIRST. The name of the Corporation is: Goldstar Gaming, Inc.
SECOND. The resident agent of the Corporation is Pacific National Venture,
Inc., 2375 East Tropicana, Las Vegas, NV 89119. The principal office of the
Corporation in the State of Nevada is located at 4315 Leeward Lane, Reno, NV
89502, that this corporation may maintain an office, or offices, in such other
place within or without the State of Nevada as may be from time to time
designated by the Board of Directors, or by the By-Laws of said corporation, and
that this Corporation may conduct all Corporation business of every kind and
nature, including the holding of all meetings of Directors and Stockholders,
outside the State of Nevada as well as within the State of Nevada.
THIRD. The objects for which this Corporation is formed are: To engage in
any lawful activity, including, but not limited to the following:
(A) Shall have such rights, privileges and powers as may be conferred upon
corporations by any existing law.
(B) May at any time exercise such rights, privileges and powers, when not
inconsistent with the purposes and objects for which this corporation is
organized.
(C) Shall have power to have succession by its corporate name for the
period limited in its certificate or articles of incorporation, and when no
period is limited, perpetually, or until dissolved and its affairs wound up
according to law.
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(D) Shall have power to sue and be sued in any court of law or equity.
(E) Shall have power to make contracts.
(F) Shall have power to hold, purchase and convey real and personal estate
and to mortgage or lease any such real and personal estate with its franchises.
The power to hold real and personal estate shall include the power to take the
same by devise or bequest in the State of Nevada, or in any other state,
territory or country.
(G) Shall have power to appoint such officers and agents as the affairs of
the corporation shall require, and to allow them suitable compensation.
(H) Shall have power to make bylaws not inconsistent with the constitution
or laws of the United States, or of the State of Nevada, for the management,
regulation and government of its affairs and property, the transfer of its
stock, the transaction of its business, and the calling and holding of meetings
of its stockholders.
(I) Shall have power to wind up and dissolve itself, or be wound up or
dissolved.
(J) Shall have power to adopt and use a common seal or stamp, or to not use
such a seal or stamp, and if one is used, to alter the same. The use of a seal
or stamp by the corporation on any corporate documents is not necessary. The
corporation may use a seal or stamp, if it desires, but such use or non use
shall not in any way affect the legality of the document.
(K) Shall have power to borrow money and contract debts when necessary for
the transaction of its business, or for the exercise of its corporate rights,
privileges or franchises, of for any other lawful purpose of its incorporation;
to issue bonds, promissory notes, bills of exchange, debentures, and other
obligations and evidences of indebtedness, payable at a specified time or times,
or payable upon the happening of a specified event or events, whether secured by
mortgage, pledge or otherwise, or unsecured, for money borrowed, or in payment
for property purchased, or acquired, or for another lawful object.
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(L) Shall have power to guarantee, purchase, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the capital stock of, or
any bonds, securities or evidences of the indebtedness created by, any other
corporation or corporations of the State of Nevada, or any other state or
government, and, while owners of such stock, bonds, securities or evidences of
indebtedness, to exercise all the rights, powers and privileges of ownership,
including the right to vote, if any.
(M) Shall have power to purchase, hold, sell and transfer shares of its own
capital stock, and use therefor its capital, capital surplus, surplus, or other
property or fund.
(N) Shall have power to conduct business, have one or more offices, and
hold, purchase, mortgage and convey real and personal property in the State of
Nevada, and in any of the several states, territories, possessions and
dependencies of the United States, the District of Columbia, and any foreign
countries.
(0) Shall have power to do all and everything necessary and proper for the
accomplishment of the objects enumerated in its certificate or articles of
incorporation, or any amendment thereof, or necessary or incidental to the
protection and benefit of the corporation, and, in general, to carry on any
lawful business necessary or incidental to the attainment of the objects of the
corporation, whether or not such business is similar in nature to the objects
set forth in the certificate or articles of incorporation of the corporation, or
any amendment thereof.
(P) Shall have power to make donations for the public welfare or for
charitable, scientific or educational purposes.
(Q) Shall have power to enter into partnerships, general or limited, or
joint ventures, in connection with any lawful activities.
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FOURTH. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 75,000,000 shares, consisting of
50,000,000 shares of Common Stock, with a par value of one-tenth of one cent
($0.001) per share, and 25,000,000 shares of Preferred Stock, with a par value
of one-tenth of one cent ($0.001) per share.
No shareholders of the corporation holding common stock shall have any
preemptive or other right to subscribe for any additional unissued or treasury
shares of stock or for other securities of any class, or for rights, warrants or
options to purchase stock, or for scrip, or for securities of any kind
convertible into stock or carrying stock purchase warrants or privileges unless
so authorized by the corporation. The Board of Directors shall have the
authority to divide the preferred class into series and to fix and determine the
relative rights and preferences of the shares of any series so established.
Shareholders of the corporation holding preferred stock of the corporation,
which may be issued in various series, may have certain preferential rights as
it may relate to liquidation, conversion to common, options to purchase or to
subscribe for any additional unissued or treasury shares of stock of any class
of the corporation, or for scrip, or other privileges, as may be established by
the directors of the corporation.
Each share of capital stock of the corporation shall be entitled to
one vote, unless issued as preferred which may be divided into various series
and fixed to determine relative rights and preferences of each share of any
series so established, which may be voting or nonvoting.
The Board of Directors of the Corporation may issue shares of any
class of the Corporation's stock or any Series thereof, and securities, options,
warrants, and other rights convertible thereinto for such consideration,
including cash, property, or services, as the Board may deem appropriate,
subject to the requirement that the value of such consideration be no less than
the par value of the shares issued. Any shares issued for which the
consideration so fixed has been paid or delivered shall be fully paid stock and
the holder of such shares shall not be liable for any further call or assessment
or any other payment thereon, provided that the actual value of such
consideration is not less than the par value of the shares so issued.
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FIFTH. The governing board of this 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 By-Laws of this Corporation, providing
that the number of directors shall not be reduced to less than two (2). The
names and addresses of the first Board of Directors are as follows:
Joe R. Glenn
3104 East Camelback Road, #527
Phoenix, Arizona 85016
Carl T. Suter
6765 East Kentucky
Anaheim, California 92807
Donald J. Rackemann
18 Corporate Plaza
Newport Beach, California 92660
SIXTH. The private property of the stockholders shall not be subject to the
payment of corporate debts to any extent whatever, and the stockholders shall
not be personally liable for the payment of the corporation's debts.
SEVENTH. The corporation is to have perpetual existence.
EIGHTH. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
(A) To make, alter or amend the By-Laws of the corporation.
(B) To fix the amount to be reserved as working capital over and above its
capital stock paid in; to authorize and cause to be executed, mortgages and
liens upon the real and personal property of this Corporation.
(C) By resolution passed by a majority of the whole Board, to designate one
(1) or more committees, each committee to consist of one or more of the
Directors of the Corporation, which, to the extent provided in the resolution,
or in the By-Laws of the Corporation, shall have and may exercise
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the powers of the Board of Directors in the management of the business and
affairs of the Corporation. Such committee, or committees, shall have such name,
or names, as may be stated in the By-Laws of the Corporation, or as may be
determined from time to time by resolution adopted by the Board of Directors.
(D) When and as authorized by the affirmative vote of the Stockholders
holding stock entitling them to exercise at least a majority of the voting power
given at a Stockholders meeting called for that purpose, or when authorized by
the written consent of the holders of at least a majority of the voting stock
issued and outstanding, the Board of Directors shall have power and authority at
any meeting to sell, lease or exchange all of the property and assets of the
Corporation, including its goodwill and its corporate franchises, upon such
terms and conditions as its Board of Directors deems expedient and for the best
interests of the Corporation.
NINTH. No director or officer of the Corporation shall be personally liable
to the Corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer involving any act or omission of any
such director or officer; provided, however, that the foregoing provision shall
not eliminate or limit the liability of a director or officer (i) for acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
law, or (ii) the payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes. Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director or
officer of the Corporation for acts or omissions prior to such repeal or
modification.
TENTH. The name and address of the incorporator of the Corporation is as
follows:
Joe A. Glenn
3104 East Camelback Road, #527
Phoenix, Arizona 85016
DATED this 27 day of May,1994.
/s/ Joe R. Glenn
----------------
Joe R. Glenn
STATE OF ARIZONA )
) ss
County of Maricopa )
On this 27 day of May, 1994, personally appeared before me, a notary public, Joe
R. Glenn, who acknowledged that he executed the above instrument.
/s/ Signature on File
---------------------
Notary Public
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FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
MARCH 31 1998
DEAN HELLER SECRETARY OF STATE
/S/ DEAN HELLER
No. C8213-94
ARTICLES OF MERGER
These Articles of Merger are between Goldstar Gaming, Inc., a Nevada
corporation, and Price Net U.S.A., Inc., a Nevada Corporation.
1. Goldstar Gaming, Inc. is a corporation duly organized and existing under
the laws of the State of Nevada.
2. Price Net, U.S.A., Inc. is a corporation duly organized and existing
under the laws of the State of Nevada.
3. A Plan of Merger was duly adopted by both Goldstar Gaming, Inc. and
Price Net U.S.A., Inc. This Plan of Merger was unanimously approved by 100% of
the shareholders of both corporations. A copy of the Plan of Merger is attached
hereto and incorporated herein.
4. The surviving corporation shall be Goldstar Gaming, Inc., and the
Articles of Incorporation of Goldstar Gaming, Inc. are amended to read as
follows:
FIRST: The name of the Corporation is: Price Net U.S.A., Inc.
IN WITNESS WHEREOF the parties hereto have caused this agreement to be
executed this 11th day of March, 1998.
ATTEST: GOLDSTAR GAMING, INC.
A NEVADA CORPORATION
/S/ JOE R. GLENN CARL T. SUTER
- ---------------- -------------
JOE R. GLENN CARL T. SUTER
SECRETARY PRESIDENT
ATTEST: PRICE NET, INC.
A NEVADA CORPORATION
/S/ HENRY CAMACHO MELANIE McCARTHY
- ----------------- -------------
HENRY CAMACHO MELANIE McCARTHY
SECRETARY PRESIDENT
1
State of California )
) ss
County of Orange )
The foregoing instrument was acknowledged before me this 11th day of March,
1998, by Carl T. Suter and by Joe R. Glenn.
/s/ Debra G. McDonnell
----------------------
Debra G. McDonnell
Notary Public
[seal]
State of California )
ss
County of Orange )
The foregoing instrument was acknowledged before me this 11th day of
March, 1998, by Melanie McCarthy, and by Henry Camacho.
/s/ Debra G. McDonnell
----------------------
Debra G. McDonnell
Notary Public
[seal]
2