ARTICLES
OF
INCORPORATION
SECRETARY OF STATE
OF NEVADA
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that PINNACLE BUSINESS MANAGEMENT INC. did on MAY 09, 1997, DID
FILE in this office the original Articles of Incorporation; that said Articles
are now on file and of record in the office of the Secretary of State of the
State of Nevada, and further, that said Articles contain all the provisions
required by the law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of
State, at my office, in Carson City, Nevada, on May 28, 1997.
Secretary of State
By: ________________________________
Certification Clerk
ARTICLES OF INCORPORATION
-------------------------
OF
--
PINNACLE BUSINESS MANAGEMENT INC.
---------------------------------
KNOW ALL MEN BY THESE PRESENTS, that we the undersigned, do hereby
associate into a corporation under and pursuant to the provisions and by virtue
of the laws of the State of Nevada, as provided in the Corporation Act of 1925,
and all acts amendatory and supplemental thereto, and for that purpose do hereby
make, subscribe, acknowledge, certify and set forth as follows;
FIRST: That the name of the corporation shall be:
-----
PINNACLE BUSINESS MANAGEMENT INC.
SECOND: The corporation may maintain offices, agencies and places of
------
business in any state in the United States and foreign countries without
restriction as to place; and the corporation may keep such books, papers and
records of the corporation as are not required by law to be kept within the
State of Nevada, and as the Directors may find convenient, in such offices,
agencies and places of business.
THIRD: The nature of the business to be transacted and the objects and
-----
purposes to be promoted and carried on by the corporation shall be as follows:
a) The provisions in the clauses contained in this Article are to be
construed both as purposes and powers and shall, except when otherwise expressed
in this Article be in no wise limited or restricted by reference to or inference
from the terms of any clause of this, or of any other Article of these Articles,
but each of the purposes and powers specified in this Article shall be regarded
as independent purposes and powers; and the specification herein contained of
particular powers is not intended to be, and shall not be held to be, in
limitation of the general powers herein contained, or in limitation of the
powers granted to corporations under the laws of the State of Nevada, but is
intended to be, and shall be held to be, in furtherance thereof.
b) To engage in and conduct every type of building and/or contracting
and/or mining work in the State of Nevada and in every state and territory of
the United States, and/or in any foreign country, including, but not limited to
the construction of all types of building, highways, mining developments,
irrigation works, naval and military installations, docks, piers, airports,
ranching and farming projects, and also to engage in every type and manner of
activity incidental thereto; and in connection with or independently of the
above, to own, lease and rent and/or in any manner deal with and trade in every
type and manner of motor vehicles, machinery, equipment, merchandise and
supplies, and to manage, operate and conduct every type and manner of business
in which such may be employed: to enter into every kind and manner of contract
and agreement concerning such work: to give and post bond for the faithful
performance thereof; and without limitation, except as may be imposed by law; to
do every act and thing necessary and/or required in the carrying on, operating
and conducting of a general contracting business; to engage in the
transportation of passengers and commodities both intrastate and interstate, and
within the State of Nevada, and in any other state and territory in the United
States and/or in any foreign country; to build, rent, lease, buy, sell, own,
operate and manage machine shops, foundries, garages, service stations, depots,
hotels, restaurants, taxi cabs, stages, bus lines, freight lines, passenger and
transportation lines, railroads and steamships, and airlines.
d) To manufacture, purchase, sell and deal in, export and import personal
property of all kinds other than and in addition to goods, wares and merchandise
hereinbefore set forth and described, and to pledge, hypothecate, or to
otherwise encumber the same in any manner whatsoever, or to borrower thereon, in
such ways and to such extent as may be prescribed or required by the laws of any
state of the United States or any other country.
e) To mortgage, pledge, hypothecate and trade in all manner of goods,
wares, merchandise, commodities and products, including machinery and mechanical
appliances of every description.
f) To acquire by purchase, lease or otherwise, the good will, business,
property, assets, franchises and rights, in whose or in part of any person,
firm, association or corporation; and to assume all or any of the liabilities
thereof and to pay for the same in cash, with the stock of this corporation or
its debentures, or bonds, or otherwise, and to hold, maintain, operate and
conduct, as well as in any manner to dispose of, the whole or any pert of the
property so acquired, but always in accordance with, and subject to, the laws of
the State of Nevada.
g) To borrow money and contract debts when necessary for the transaction of
the business of the corporation, for the exercise of its corporate rights,
privileges or franchises, or for any other purpose of its incorporation; also to
issue bonds, promissory notes, bills of exchange, debentures and other
obligations and also evidences of indebtedness, payable at specified time or
times, or payable upon the happening of a specified event or events, and when
necessary to secure the same by mortgage, pledge or otherwise, for money
borrowed, or goods purchases or for payment of property bought or acquired or
for any other lawful obligation; also to issue, sell and dispose of certificates
of investment or participation certificates, upon such terms and under such
conditions as are or may be prescribed by the laws of the State of Nevada, or by
the by-laws of the corporation.
h) To loan the funds of the corporation upon notes, bonds, mortgages, deeds
of trust, debentures or other securities, or property, real, personal or mixed,
or otherwise.
i) To receive, collect and dispose of principal and interest, dividends,
income, increment and profits upon or from all or any notes, stocks, bonds,
deeds of trust, debentures, securities, obligations and other property held,
owned or possessed by the corporation, or any other person, firm or corporation
as escrow or trustee or for the use and benefit of the corporation and to
exercise in respect of all such stocks, bonds, mortgages, deeds of trust, notes,
debentures, obligations, securities and all other property and any and all
bonds, any and all rights of individual ownership thereof.
j) To purchase, acquire and to hold, use, operate, introduce, sell, assign
or otherwise dispose of, hire, let or license, any patents, patent rights,
licenses, trademarks, trade names, privileges, formulas, secret processes, and
any and all inventions, improvements and processes used in connection with or
secured under letters patent and grants of the United States of America or any
other country or government, and which may appear likely to be advantageous or
useful to the corporation, and to use, exercise, develop, and grant licenses in
respect of and to turn to account, manufacture, build and construct under such
patents, licenses, processes and the like, inventions and improvements with the
view of working and developing the same and effectuating the foregoing objects
or any part thereof.
k) To act as agent, attorney in fact, trustee, or in any other
representative capacity for other persons, firms or corporations.
l) To guarantee, purchase, hold, sell, transfer, assign, mortgage, pledge
or otherwise dispose of the shares of the capital stock, or of any bonds,
securities or evidences of indebtedness, created by any other corporation or
corporations of the State of Nevada, or of any other state or government, and
while owner of such stocks to exercise all rights, powers and privileges or
ownership, including the right to vote thereon.
m) To purchase, hold, sell, transfer and re-issue shares of its own stock,
but always in accordance with, and as permitted by, the laws of the State of
Nevada, and the by-laws of the corporation.
n) To enter into, make and perform contracts of every kind with any person,
firm, association or corporation, public, private or municipal; or anybody
politic, and with any state of with the government of the United States or any
dependency thereof, as well as any foreign governments; and in general to carry
on and conduct and engage in any business in connection with the foregoing,
either as manufacturer, dealer, principal, agents, or otherwise permitted to
corporations organized under the laws of Nevada.
o) To establish, maintain, operate, conduct and carry on in the State of
Nevada and in any or all of the several states, territories, possessions and
dependencies of the United States, the District of Columbia, and in any foreign
country, its business or any part or parts thereof, and as many other
businesses, stores, plants, factories, mills, warehouses, offices, and agencies
as may be necessary or deemed expedient for the corporation and its business, as
well as for the extension, expansion and exploitation of the affairs, operation
and benefit of the corporation.
p) To elect not to be taxed as a corporation, but as a Subchapter S
Corporation under the United States Internal Revenue Code.
q) And generally to do all and everything necessary, suitable, convenient
or proper for the accomplishment of any of the purposes or the attainment of any
of the objects or the furtherance of any of the powers hereinbefore set forth,
either alone or in association with other corporations, firms, or individuals,
and to do every other act or thing incidental or pertaining to or growing out of
the aforesaid purposes or powers, and/or any of them, provided the same be not
inconsistent with the laws of the State of Nevada; and also to exercise any and
all of the powers conferred upon corporations, by the laws of the State of
Nevada which now exist or which may be hereafter conferred upon or granted to
corporations by the laws of the said State of Nevada.
r) In furtherance and not in limitation of the powers conferred by the laws
of the State of Nevada, the Board of Directors is expressly authorized from time
to time to determine whether and to what extent and at what times and places and
under what conditions and regulations the books and accounts of this
corporation, or any of them other than the stock ledger, shall be open to
inspection of the stockholders, and no stockholder shall have the right to
inspect any account or book or document of the corporation, except as conferred
by law or authorized by Resolution of the Directors or of the Stockholders.
FOURTH: This corporation is authorized to issue Twenty-Five Million
------
(25,000,000) shares of stock as follows: Fifteen Million (15,000,000) common
shares at one tenth of one cent ($.001) par value and Ten Million preferred
shares at one tenth of one cent ($.001) par value rights and privileges to be
set by the Board of Directors and no other class of stock shall be authorized.
All or part of the shares of the capital stock may be issued by the corporation
from time to time and for such consideration as may be determined upon and fixed
by the Board of Directors as provided by law.
FIFTH: The initial members of the Governing Board shall be known as
-----
Directors and the number thereof shall be One. A different number of Directors
may be fixed by the By-laws, provided, that the number may be increased or
decreased within the limit above specified from time to time pursuant to the
By-laws.
The names of the First Board, consisting of one (1) Director, shall be as
follows:
NAMES: David Wages
-----
ADDRESS: 500 East College Pkwy. #U384 Carson City, Nevada 89706
-------
SIXTH: The capital stock, after the value thereof has been paid in, shall
-----
be subject to no further assessment to pay debts of the corporation.
SEVENTH: The name of the incorporators signing this Articles of
-------
Incorporation is as follows:
NAMES: David Wages
-----
ADDRESS: 500 East College Pkwy. #U384 Carson City, Nevada 89706
-------
EIGHTH: This corporation is to have perpetual existence.
------
NINTH: In furtherance, and not in limitation of the powers conferred by
-----
statute, the Board of Directors is expressly authorized:
Subject to the By-laws, if any, adopted by the stockholders, to make,
alter or amend the By-laws of the corporation;
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;
From time to time, to determine whether, and to what extent, and at
what times and places, and under what conditions and regulations, the accounts
and books of this corporation (other than the original or duplicate stock
ledger), or any of them, shall be open to inspection of stockholders, and no
stockholder shall have any right or inspecting any account, book or document of
this corporation except as conferred by statute, unless authorized by a
Resolution of the Stockholders or Directors; By Resolution, or Resolutions,
passed by a majority of the whole board, to designate one or more committees,
each committee to consist of two or more of the directors of the corporation,
which, to the extent provided in said Resolutions, or Resolutions, or in the
by-laws of the corporation, shall have, and may exercise the powers of the Board
of Directors in the management of the business affairs of the corporation, and
may have power to authorize the seal of the corporation to be affixed to all
papers which may require it. Such committee, or committees, shall have such
name, or names, as may be stated in the by-laws of the corporation, or may be
determined by resolution adopted by the Board of Directors;
Pursuant to the affirmative note of the stockholders, of at least a
majority of the stock issued and outstanding, having voting power, given at a
stockholders' meeting duly 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 this
corporation, including its good will and its corporation franchises, upon such
terms and conditions as its Board of Directors deem expedient and for the best
interests of the corporation.
This corporation may, in its By-laws, confer powers upon its Directors in
addition to the foregoing, and in addition to the powers and authorities
expressly conferred upon them by statute.
TENTH: Both Stockholders and Directors shall have power, if the By-laws
-----
so provide, to hold their meetings, and to have one or more offices within or
without the State of Nevada, and to keep the books of this corporation (subject
to the requirements of the statutes) outside the State of Nevada at such places
as may from time to time be designated by the Board of Directors.
ELEVENTH: This corporation reserves the right to amend, alter, change or
--------
repeal any provision contained in these Articles of Incorporation, in the manner
now or hereafter prescribed by statute or by these Articles of Incorporation,
and all rights conferred upon stockholders herein are granted subject to this
reservation.
TWELFTH: Bruce Thompson whose address is 128 Fortune Drive Dayton, Nevada
-------
89403 will be the Resident Agent of the corporation.
I, Bruce Thompson, hereby accept appointment as Resident Agent, for the
above named corporation.
Dated this 09th day of May, 1997. ____________/s/__________
We, THE UNDERSIGNED, being the original incorporators hereinbefore named
for the purpose of forming a corporation to do business both within and without
the State of Nevada, and in pursuance of the Corporation Laws of the State of
Nevada, being Chapter 177 of the Laws of 1925, and the acts amendatory thereof
and supplemental thereto, do make and file this Certificate, hereby declaring
and certifying that the facts herein stated are true.
_____/s/______________
State of Nevada )
Carson City )
On this 09th day of May, 1997, in Carson City, Nevada, before me the
undersigned, a Notary Public in and for Carson City, State of Nevada personally
appeared:
David Wages
Known to me to be the person whose name is subscribed to the foregoing document
and acknowledged to me that he executed the same.
_______________________________
Notary Public
AMENDEMENTS TO
ARTICLES OF INCORPORATION
March 5, 1998
THE BOARD OF DIRECTORS OF PINNACLE BUSINESS MANAGEMENT, INC. A NEVADA
CORPORATION, FILE NUMBER 10008-1997, AT A MEETING DULY CONVENED AND HELD ON THE
2ND DAY OF MARCH 1998, ADOPTED A RESOULTION TO AMEND THE ORIGINAL ARTICLES OF
INCORPORATION AS FOLLOWS:
THE FOURTH ARTICLE IS AMENDED TO READ AS FOLLOWS:
THIS CORPORATION IS AUTHORIZED TO ISSUE THIRTY MILLION (30,000,000) SHARES
OF STOCK AS FOLLOWS: TWENTY MILLION (20,000,000) COMMON SHARES AT ONE-TENTH OF
ONE CENT ($.001) PAR VALUE AND TEN MILLION (10,000,000) PREFERRED SHARES AT
ONE-TENTH OF ONE CENT ($.001) RIGHTS AND PRIVILEGES TO BE SET BY THE BOARD OF
DIRECTORS AND NO OTHER CLASS OF STOCK SHALL BE AUTORIED. ALL OR PART OF THE
SHARES OF THE CAPITAL STOCK MAY BE ISSUED BY THE CORPORATION FROM TIME TO TIME
AND FOR SUCH CONSIDERATION AS MAY BE DETERMINED UPON AND FIXED BY THE BOARD OF
DIRECTORS, AS PROVIDED BY LAW.
THE NUMBER OF SHARES OF THE CORPORATION OUTSTANDING AND ENTITLED TO VOTE ON
AN AMENDMENT TO THE ARTICLES OF INCORPORATION IS 14,851,000; THAT THE SAID
CHANGE AND AMENDMENT HAS BEEN CONSENTED TO AND APPROVED BY A MAJORITY VOTE OF
THE STOCKHOLDERS HOLDING AT LEAST A MAJORITY OF EACH CLASS OF STOCK OUTSTANDING
AND ENTITLED TO VOTE THEREON.
___________/s/____________________'
M. Bruce Hall, President
_____________/s/__________________'
Fred Schultz Secretary
AMENDEMENTS TO
ARTICLES OF INCORPORATION
March 1, 1999
THE BOARD OF DIRECTORS OF PINNACLE BUSINESS MANAGEMENT, INC. A NEVADA
CORPORATION, FILE NUMBER 10008-1997, AT A MEETING DULY CONVENED AND HELD ON THE
22ND DAY OF FEBRUARY 1999, ADOPTED A RESOULTION TO AMEND THE ORIGINAL ARTICLES
OF INCORPORATION AS FOLLOWS:
THE FOURTH ARTICLE IS AMENDED TO READ AS FOLLOWS:
---------------
THIS CORPORATION IS AUTHORIZED TO ISSUE ONE HUNDRED MILLION (100,000,000)
SHARES OF STOCK AS FOLLOWS: FIFTY MILLION (50,000,000) COMMON SHARES AT
ONE-TENTH OF ONE CENT ($.001) PAR VALUE AND FIFTY MILLION (50,000,000) PREFERRED
SHARES AT ONE-TENTH OF ONE CENT ($.001) PAR VALUE. THE BOARD OF DIRECTORS HAS
THE AUTHORITY TO PRESCRIBE BY RESOLUITON, THE VOTING POWER, DESIGNATIONS,
PREFERENCES, LIMITATIONS, RESTRICTIONS AND RELATIVE RIGHTS OF EACH CLASS AND
SERIES OF STOCK ALL OR PART OF THE AGGREGATE AMOUNT OF THE SHARES OF STOCK MAY
BE ISSUED BY THE CORPORATION FROM TIMETO TIME AND FOR SUCH CONSIDERATION AS MAY
BE DETERMINED AND FIXED BY THE BOARD OF DIRECTORS, AS PROVIDED BY LAW.
THE NUMBER OF SHARES OF THE CORPORATION OUTSTANDING AND ENTITLED TO VOTE ON
AN AMENDMENT TO THE ARTICLES OF INCORPORATION IS 16,123,000; THAT THE SAID
CHANGE AND AMENDMENT HAS BEEN CONSENTED TO AND APPROVED BY A MAJORITY VOTE OF
THE STOCKHOLDERS HOLDING AT LEAST A MAJORITY OF EACH CLASS OF STOCK OUTSTANDING
AND ENTITLED TO VOTE THEREON.
___________/s/____________________'
M. Bruce Hall, President
_____________/s/__________________'
Fred Schultz Secretary
AMENDEMENTS TO
ARTICLES OF INCORPORATION
June 1, 1999
THE BOARD OF DIRECTORS OF PINNACLE BUSINESS MANAGEMENT, INC. A NEVADA
CORPORATION, FILE NUMBER 10008-1997, AT A MEETING DULY CONVENED AND HELD ON THE
26th DAY OF JUNE 1999, ADOPTED A RESOULTION TO AMEND THE ORIGINAL ARTICLES OF
INCORPORATION AS FOLLOWS:
THE FOURTH ARTICLE IS AMENDED TO READ AS FOLLOWS:
THIS CORPORATION IS AUTHORIZED TO ISSUE ONE HUNDRED FIFTY MILLION
(150,000,000) SHARES OF STOCK AS FOLLOWS: ONE HUNDRED MILLION (100,000,000)
COMMON SHARES AT ONE-TENTH OF ONE CENT ($.001) PAR VALUE AND FIFTY MILLION
(50,000,000) PREFERRED SHARES AT ONE-TENTH OF ONE CENT ($.001) PAR VALUE. THE
BOARD OF DIRECTORS HAS THE AUTHORITY TO PRESCRIBE BY RESOLUITON, THE VOTING
POWER, DESIGNATIONS, PREFERENCES, LIMITATIONS, RESTRICTIONS AND RELATIVE RIGHTS
OF EACH CLASS AND SERIES OF STOCK, ALL OR PART OF THE AGGREGATE AMOUNT OF THE
SHARES OF STOCK MAY BE ISSUED BY THE CORPORATION FROM TIMETO TIME AND FOR SUCH
CONSIDERATION AS MAY BE DETERMINED AND FIXED BY THE BOARD OF DIRECTORS, AS
PROVIDED BY LAW
THE NUMBER OF SHARES OF THE CORPORATION OUTSTANDING AND ENTITLED TO VOTE ON
AN AMENDMENT TO THE ARTICLES OF INCORPORATION IS 18,500,000; THAT THE SAID
CHANGE AND AMENDMENT HAS BEEN CONSENTED TO AND APPROVED BY A MAJORITY VOTE OF
THE STOCKHOLDERS HOLDING AT LEAST A MAJORITY OF EACH CLASS OF STOCK OUTSTANDING
AND ENTITLED TO VOTE THEREON.
___________/s/____________________'
M. Bruce Hall, President
_____________/s/__________________'
Fred Schultz Secretary
ARTICLES OF AMENDMENT
FEBRURARY 22, 2000
THE BOARD OF DIRECTORS OF PINNACLE BUSINESS MANAGEMENT, INC. A NEVADA
CORPORATION, FILE NUMBER 10008- 1997 AT A MEETING DULY CONVENED AND HELD ON THE
7TH DAY OF FEBRUARY 2000, ADOPTED A RESOLUTION TO AMEND THE ORIGINAL ARTICLES OF
INCORPORATION AS FOLLOWS:
THE FOURTH ARTICLE IS AMENED TO READ AS FOLLOWS:
THE CORPORATION IS AUTHORIZED TO ISSUE TWO HUNDRED FIFTY MILLION
(250,000,000) SHARES OF STOCK AS FOLLOWS: TWO HUNDRED MILLION (200,000,000)
COMMON SHARES AT ONE-TENTH OF ONE CENT ($.001) PAR VALUE AND FIFTY MILLION
(50,000,000) PREFERRED SHARES AT ONE-TENTH OF ONE CENT ($.001) PAR VALUE. THE
BOARD OF DIRECTORS HAS THE AUTHORITY TO PRESCRIBE, BY RESOLUTION, THE VOTING
POWERS, DESIGNATIONS, PREFERENCES, LIMITATIONS, RESTRICTIONS AND RELATIVE RIGHTS
OF EACH CLASS AND SERIES OF STOCK. ALL OR PART OF THE AGGREGATE AMOUNT OF THE
SHARES OF STOCK MAY BE ISSUED BY THE CORPORATION FROM TIME TO TIME AND FOR SUCH
CONSIDERATION AS MAY BE DETERMINED AND FIXED BY THE BOARD OF DIRECTORS, AS
PROVIDED BY LAW.
THE NUMBER OF SHARES OF THE CORPORATION OUTSTANDING AND ENTITLED TO VOTE ON
AN AMENDMENT TO THE ARTICLES OF INCORPORATION IS 25,500,000; THAT THE SAID
CHANGE(S) AND AMENDMENT(S) HAVE BEEN CONSENTED TO AND APPROVED BY A MAJORITY
VOTE OF THE STOCKHOLDERS HOLDING AT LEAST A MAJORITY OF EACH CLASS OF STOCK
OUTSTANDING AND ENTITLED TO VOTE THEREON.
___________/S/_______________ ____________/S/_________
M. BRUCE HALL, PRESIDENT FRED SCHULTZ, SECRETARY