<Date stamp for the Secretary of State for the State of Nevada dated June 10,
1992 appears here>
ARTICLES OF INCORPORATION
OF
SECOND INVESTORS GROUP, INC.
The undersigned, acting as incorporator, pursuant to the provisions of the
laws of the State of Nevada relating to private corporations, hereby adopts
the following Articles of Incorporation:
ARTICLE ONE. (NAME). The name of the corporation is:
SECOND INVESTORS GROUP, INC.
ARTICLE TWO. (LOCATION). The address of the corporation's registered office in
the State of Nevada is 5025 S. Eastern Avenue, #24, in the city of Las Vegas,
County of Clark, State of Nevada 89119. The initial agent for service of
process at that address is PACIFIC NATIONAL VENTURES, INC.
ARTICLE THREE. (PURPOSES). The purposes for which the corporation is
organized are to engage in any activity or business not in conflict with the
laws of the State of Nevada or of the United States of America.
ARTICLE FOUR. (CAPITAL STOCK). The corporation shall have authority to issue
an aggregate of TWENTY-FIVE MILLION (25,000,000) shares, par value ONE MIL
(0.001) per share, for a total capitalization of $25,000.
The holders of shares of capital stock of the corporation shall not be
entitled to pre-emptive or preferential rights to subscribe to any unissued
stock of any other securities which the corporation may now or hereafter be
authorized to issue.
The corporation's capital stock may be issued and sold from time to time for
such consideration as may be fixed by the Board of Directors, provided that
the consideration so fixed is not less than par value.
The stockholders shall not posses cumulative voting rights at any shareholders
meetings called for the purpose of electing a Board of Directors.
ARTICLE FIVE. (DIRECTORS). The affairs of the corporation shall be governed
by a Board of Directors of not less than three (3) persons. The names and
addresses of the first Board of Directors are:
NAME ADDRESS
- - - ---- -------
Elliot R. Pearson 5025 S. Eastern Ave., #24
Las Vegas, NV 89119
Curt Jamison P.O. Box 71602
Reno, Nevada 89570
Steve Lopez 1536 La Jolla Avenue
Las Vegas, NV 89109
ARTICLE SIX. (ASSESSMENT OF STOCK). The capital stock of the corporation,
after the amount of the subscription price or par value has been paid or par
value has been paid in, shall not be subject to pay debts of the corporation,
and no paid up stock and stock issued as fully paid up shall ever be
assessable or assessed.
ARTICLE SEVEN. (INCORPORATOR). The name and address of the incorporator of
the corporation is as follows:
NAME ADDRESS
Elliot R. Pearson 5025 S. Eastern Ave., #24
Las Vegas, NV 89119
ARTICLE EIGHT. (PERIOD OF EXISTENCE). The period of existence of the
corporation shall be perpetual.
ARTICLE NINE. (BY-LAWS). The initial By-Laws of the corporation shall be
adopted by its Board of Directors. The power to alter, amend, or repeal the
By-Laws, or to adopt new By-Laws, shall be vested in the Board of Directors,
except as otherwise may be specifically provided in the By-Laws.
ARTICLE TEN. (STOCKHOLDERS' MEETINGS). Meetings of stockholders shall be held
at such place within or without the State of Nevada as may be provided by the
By-Laws of the corporation. Special meetings of the stockholders may be
called by the Board of Directors, or any member thereof, or by the record
holder or holders of at least ten percent (10%) of all shares be taken at a
meeting of the stockholders, except election of directors, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by stockholders having at least a majority of the voting
power.
ARTICLE ELEVEN. (CONTRACTS OF CORPORATION). No contract or other transaction
between the corporation and any other corporation, whether or not a majority
of the shares of the capital stock of such other corporation is owned by this
corporation, and no act of this corporation shall in any way be affected or
invalidated by the fact that any of the directors of this corporation are
pecuniarily or otherwise interested in, or are directors or officers or such
other corporation. Any Director of this corporation, individually, or any
firm of which such director may be a member, may be a part to, or may be
pecuniarily or otherwise interested in any contract or transaction of the
corporation; provided, however, that the fact that he or such firm is so
interested shall be disclosed or shall have been known to then Board of
Directors of this corporation, or a majority thereof; and any director of this
corporation, or who is so interested, may be counted in determining the
existence of a quorum at any meeting of the Board of Directors of this
corporation that shall authorize such contract or transaction, and may vote
thereat to authorize such contract or transaction, with like force and effect
as if he were not such director or officer of such other corporation or not so
interested.
IN WITNESS WHEREOF, the undersigned incorporator has hereunto fixed his
signature in Las Vegas, Nevada this 8th day of June, 1992.
By: /s/ Elliot R. Pearson
-----------------
Elliot R. Pearson
STATE OF NEVADA )
: ss.
CLARK COUNTY )
On this 8th day of June, 1992 before me, the undersigned, a Notary Public,
personally appeared Elliot R. Pearson, known to me to be the person described
in and the executed the foregoing instrument, and who acknowledged to me that
he executed the same freely and voluntarily and for the uses and purposes
therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the day and year in this certificate first above written.
/s/ Richard S. Nicholas
---------------------
Richard S. Nicholas
NOTARY PUBLIC
RESIDING IN CLARK COUNTY
MY COMMISSION EXPIRES:
December 2, 1995
<Notary public stamp of Richard S. Nicholas appears here>