State of Delaware
Office of the Secretary of State
---------------------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "MILINX MARKETING GROUP, INC."
FILED IN THIS OFFICE ON THE TENTH DAY OF DECEMBER, A.D. 1998, AT 9 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY
RECORDER OF DEEDS.
/S/ Edward J. Freel
[Graphic Omitted] --------------------------------------
Edward J. Freel, Secretary of State
Authentication: 9455006
Date: 12-11-98
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED ON 09:00 AM 12/10/1998
981476254 - 2977488
CERTIFICATE OF INCORPORATION
OF
MILINX MARKETING GROUP, INC.
The undersigned, a natural person, for the purposed of organizing a
corporation for conducting the business and promotional purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:
First: The name of the corporation (hereinafter called the Corporation") is
MILINX MARKETING GROUP, INC.
Second: The address, including street, number, city, and county of the
registered office of the Corporation in the State of Delaware is 1013 Centre
Road, City of Wilmington 19805, County of New Castle; and the name of the
registered agent of the Corporation at said address is Corporation Service
Company.
Third: The nature of the business and the purposes to be conducted and
promoted by the Corporation shall be to engage in any lawful act or activity for
which corporations may be organized under the laws of the State of Delaware.
Fourth: The total number of shares which the Corporation shall have
authority to issue shall be 50,000,000 Shares. Par value of said shares shall be
$.001. Said shares shall consist of 45,000,000 Common Shares and 5,000,000
Preferred Shares. Shares of a Class may be increased or decreased (but not below
those outstanding) without an affirmative vote of that Class. Each Common Share
shall have one vote, and each Preferred Share or Series thereof, shall have no
votes or such votes per share as may be specified in the Designation of Rights
and Preferences for said Preferred Shares or Series thereof. The Board of
Directors of the Corporation is authorized, to the maximum extent provided by
law, unless otherwise provided herein, to provide for the issuance of Preferred
Shares or to provide for the issuance of shares of Preferred Stock in one or
more series, to establish from time to time the number of shares in each such
series, and to fix the designations, voting powers, preferences, rights and
qualifications, limitations or restrictions of the shares of Preferred Stock or
such Series. Shares may be redeemable or convertible on such terms as conditions
as may be determined by the Board of Directors.
1
Fifth: The name and address of the incorporator is as follows:
Bruce A. Butcher, JSD
Butcher & Williams, P.S.
Suite 3827 1001 Fourth Avenue
Seattle, WA 98154
Sixth: The Corporation shall have perpetual existence.
Seventh: The Directors shall have the power to adopt, amend or repeal the
By-Laws except as otherwise provided by the By-Laws.
Eighth: The personal liability of the Directors of the Corporation is
eliminated to the fullest extent permitted by the provisions of P. (8) of
subsection (b) of ss.102 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented.
Ninth: The Corporation expressly elects not to be governed byss.203 of the
General Corporation Law of the State of Delaware.
Tenth: The Corporation shall have the power to indemnify those persons
whom it may indemnify under ss. 145 of the General Corporation Law of the State
of Delaware to the maximum extent provided by law.
Eleventh: The number of Directors which the Corporation shall initially
have shall be three, whose names and addresses are:
Maynard L. Dokken Mikiko Fujisawa Barry W. Phillips
3827 1001 Fourth Avenue 3827 1001 Fourth Avenue 3827 1001 Fourth Avenue
Seattle, WA 98154 Seattle, WA 98154 Seattle, WA 98154
The number of Directors which the Corporation may hereafter have may be more or
less than three, and shall be as determined by Directors resolution or the
By-Laws.
Twelfth: The Corporation reserves the right to amend this Certificate
from time to time and in any manner as may be permitted by law, and all rights
granted hereunder are subject to such reservation.
The effective time of this Certificate and the time when its corporate existence
shall commence shall be the date of filing hereof.
Signed this 10th day of December, 1998
By /s/ Bruce A. Butcher
- -------------------------------------------
Bruce A. Butcher, JSD Incorporator
2
State of Delaware
Office of the Secretary of State
---------------------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "MILINX MARKETING GROUP, INC."
FILED IN THIS OFFICE ON THE ELEVENTH DAY OF FEBRUARY, A.D. 1999, AT 9 O'CLOCK
A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY
RECORDER OF DEEDS.
/S/ Edward J. Freel
[Graphic Omitted] --------------------------------------
Edward J. Freel, Secretary of State
Authentication: 9573046
Date: 02-11-99
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
MILINX MARKETING GROUP, INC.
Pursuant to ss. 241 of the Corporate Code of the State of Delaware, the
undersigned, being the designated Officer for the execution hereof for the
Corporation, MILINX MARKETING GROUP, INC. (the "Corporation") does hereby
Certify as follows:
First: The name of this Corporation is MILINX MARKETING GROUP, INC.
Second: The Certificate of Incorporation of the Corporation was filed with the
Secretary of State of the State of Delaware on December 10, 1998.
Third: No shares of the Corporation have been issued or payment received
therefore.
Fourth: The Certificate of Incorporation of the Corporation is hereby amended to
add a new Article Thirteen to provide for increases and decreases in the
authorized number of common shares by a vote of all of the shares of the
corporation notwithstanding the provisions of 8 Delaware Code ss. 242(b)(2) (as
amended from time to time) which provides for a class vote for such changes,
accordingly Article Thirteen of the Certificate of Incorporation shall be added
as follow:
Article "Thirteen"
"The number of authorized Common Shares may increased or decreased (but
not below the number of shares thereof then outstanding) by the affirmative vote
of the holders of a majority of the stock of the corporation entitled to vote
irrespective of ss.242(b)(2) of the Delaware Corporate Code (as it may be from
time to time amended)."
Fifth: This amendment to the Certificate of Incorporation of the Corporation was
approved by a majority of its Board of Directors, no shares having been issued
and no payment having been received therefore ad was duly adopted pursuant to
ss. 241 of the Delaware Corporate Code.
In Witness whereof, the undersigned designated Officer has executed this
Certificate this 10th day of February, 1999.
Milinx Marketing Group, Inc.
By: /s/ Maynard L. Dokken
Maynard L. Dokken, President, Designated Officer
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED ON 09:00 AM 2/11/1999
991055576 - 2977488
STATE OF WASHINGTON
[GRAPHIC OMITTED]
SECRETARY OF STATE
I, RALPH MUNRO, Secretary of State of the State of Washington and custodian of
its seal, hereby issue this
CERTIFICATE OF AUTHORITY
To
MILINX BUSINESS GROUP, INC.
A Delaware Profit Corporation. An Application for this Certificate of Authority
to transact business or conduct affairs in Washington State was filed for record
in this office on the date indicated below.
UBI Number: 601958964 Date June 04, 1999
[Graphic Omitted] Given under my hand and the Seal of the
State of Washington at Olympia, the State
Capital
/s/ Ralph Munro
-----------------------------------
Ralph Munro, Secretary of State
STATE OF WASHINGTON
[GRAPHIC OMITTED]
SECRETARY OF STATE
I, RALPH MUNRO, Secretary of State of the State of Washington and custodian of
its seal, hereby issue this
CERTIFICATE OF EXISTENCE/AUTHORIZATION
OF
MILINX BUSINESS GROUP, INC.
I FURTHER CERTIFY that the records on file in this office show that the
above named profit corporation was formed under the laws of the State of
Delaware and was issued a Certificate of Authority in Washington on June 4,
1999.
I FURTHER CERTIFY that as of the date of this certificate, no
Certificate of Withdrawal has been filed, and that the corporation is duly
authorized to transact business in the corporate form in the State of
Washington.
Date June 7, 1999
[Graphic Omitted] Given under my hand and the Seal of the
State of Washington at Olympia, the State
Capital
/s/ Ralph Munro
-----------------------------------------
Ralph Munro, Secretary of State
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
MILINX MARKETING GROUP, INC.
---------------------------------------
MILINX MARKETING GROUP, INC., a corporation organized and existing under and by
virtue of the general corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That the Board of Directors of said corporation, at a meeting duly
convened and held, adopted the following resolution:
RESOLVED that the Board of Directors hereby declares it advisable and
in the best interest of the Company that Article FIRST of the Certificate of
Incorporation be amended to read as follows:
FIRST: The name of this corporation shall be:
MILINX BUSINESS GROUP, INC.
SECOND: That the said amendment has been consented to and authorized by
the holders of a majority of the issued and outstanding stock entitle to vote by
written consent given in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.
THIRD. That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 242 and 228 of the general Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by
Mikiko Fujisawa this 5th day of May A.D. 1999.
/s/ Mikiko Fujisawa
-----------------------------------------
Authorized Officer
Mikiko Fujisawa (Secretary)
State of Delaware
Office of the Secretary of State
---------------------------------------------
I,EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "MILINX BUSINESS GROUP, INC." FILED IN THIS OFFICE ON THE SIXTEENTH DAY OF
JUNE, A.D. 1999, AT 9:05 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY
RECORDER OF DEEDS.
/S/ Edward J. Freel
[Graphic Omitted] --------------------------------------
Edward J. Freel, Secretary of State
Authentication: 9811826
Date: 06-17-99
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
Milinx Business Group, Inc.
Milinx Business Group, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the "Company"),
does hereby certify:
FIRST: That Article FOURTH of the Certificate of Incorporation of the
Company is hereby amended by increasing the number of shares of Preferred and
Common Stock authorized and by adding to the end thereof a new paragraph reading
in its entirety as follows:
"The total number of shares which the Corporation shall have authority
to issue shall be 250,000,000 Shares. Par value of said shares shall be $.001.
Said shares shall consist of 210,00,000 Common Shares and 40,000,000 Preferred
Shares. Shares of a Class may be increased or decreased (but not below those
outstanding) without an affirmative vote of that Class. Each Common Share shall
have one vote, and each Preferred Share, or Series thereof, shall have no votes
or such votes per share as may be specified in the Designation of Rights and
Preferences for said Preferred Shares or Series thereof. The Board of Directors
of the Corporation is authorized, to the maximum extent provided by law, unless
otherwise provided herein, to provide for the issuance of Preferred Shares or to
provide for the issuance of shares of Preferred Stock in one or more series, to
establish from time to time the number of shares in each such series, and to fix
the designations, voting powers, preferences, conversion rights, rights and
qualifications limitations or restrictions of the shares of Preferred Stock or
such Series. Shares may be redeemable or convertible on such terms as conditions
as may be determined by the Board of Directors."
"The issued and outstanding shares of common stock, of the Company shall be and
hereby are reclassified and subdivided into a greater number of shares of common
stock, as the case may be, at a ratio of 1:2, such that each share of common,
stock issued and outstanding shall be reclassified subdivided into and become
respectively two shares of common stock. Fractional shares resulting from the
reclassification and combination shall be rounded to the nearest thousandth of a
share; shares or rights convertible into common shares prior to the date of this
Certificate shall be convertible in two shares for each one common shares
provided in such conversion right unless right is provided in the conversion
instrument."
SECOND That the foregoing amendment was duly adopted by the Board of
Directors and stockholders of the Company in accordance with the provisions of
Sections 228 and 242 of the General Corporation Law of the State of Delaware.
THIRD: That the effective date of this Certificate of Amendment shall be
midnight on the day it is filed with the Secretary of State.
IN WITNESS WHEREOF, the Company has caused this Certificate of
Amendment to be signed by its duly authorized officer this 14th day of June,
1999.
Milinx Business Group, Inc.
By: /s/ Mikiko Fujisawa
-------------------------------------
Mikiko Fujisawa, Vice President
Designated Officer for Signature
State of Delaware
Office of the Secretary of State
---------------------------------------------
I,EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "MILINX BUSINESS GROUP, INC." FILED IN THIS OFFICE ON THE SIXTEENTH DAY OF
JUNE, A.D. 1999, AT 9 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY
RECORDER OF DEEDS.
/S/ Edward J. Freel
[Graphic Omitted] --------------------------------------
Edward J. Freel, Secretary of State
Authentication: 9817823
Date: 06-21-99
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
MILINX BUSINESS GROUP, INC.
Pursuant to ss. 242 of the Corporate Code of the State of Delaware, the
undersigned, being the Secretary for the execution hereof for this Corporation,
MILINX BUSINESS GROUP INC (the "Corporation") does hereby Certify as follows:
First: The name of this Corporation is MILINX BUSINESS GROUP, INC.
Second: The Certificate of Incorporation of the Corporation was filed with the
Secretary of State of the State of Delaware on December 10, 1998.
Third: Shares of the Corporation have been issued for payment therefore.
Fourth: The Certificate of Incorporation of the Corporation is hereby amended by
Amending the Designations of Rights of Series A Shares by increasing the
authorized number of said Shares to 15,000,000 from 5,000,000 and by increasing
the conversion ratio to common shares provided in ss. 5(c) from 2 shares to 3
shares for each Series A Preferred Share as stated in the Amended Designation
attached hereto.
Fifth: This amendment to the Certificate of Incorporation of the Corporation was
approved by a majority of its Board of Directors, and by a majority consent
action of the Series A Preferred Shares and an absolute majority of all shares
of the Corporation entitled to vote thereon.
In Witness wereof, the undersigned Secretary has executed this Certificate this
14th day of June, 1999.
Milinx Business Group, Inc.
By: /s/ Mikiko Fujisawa
-------------------------------------
Mikiko Fujisawa, Vice President
Designated Officer for Signature
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
MILINX BUSINESS GROUP, INC.
Pursuant to ss.242 of the Corporate Code of the State of Delaware, the
undersigned, being the designated Officer for the execution hereof for this
Corporation, MILINX BUSINESS GROUP, INC., (the "Corporation") does hereby
Certify as follows:
First: The name of this Corporation is MILINX BUSINESS GROUP, INC.
Second: The Certificate of Incorporation of the Corporation was filed with the
Secretary of State of the State of Delaware on December 10, 1998.
Third: The Series A Preferred Shares of the Corporation have been issued for
payment received therefore. There have been no Series B Preferred Shares
issued.
Fourth: The Certificate of Incorporation of the Corporation is hereby amended by
amendment to the Certificate of Designation of Rights of Series A Preferred
Shares as set out in attached Exhibit "A" and summarized as follows:
ss.7(a) to eliminate the power to restrict the powers and preferences by
other Series of preferred shares.
Fifth: The Certificate of Incorporation of the Corporation is hereby amended by
amendment of the Certificate of Designation of Rights of Series B Shares as
set out in attached Exhibit "B" and summarized as follows:
ss.1(a), (b), 2(a) to decrease the preference amount from $4.00 to $3.00;
ss.3(a) to clarify the voting rights respecting voting equivalent to the
common shares into which Preferred Series B may be converted;
ss.4(a) to permit conversion after December 31, 1999; (h) by decreasing the
anti-dilution from $2.00 to $1.00; and
ss.5(a) to eliminate the power to restrict the powers and preferences by
other Series of Preferred Shares.
Sixth: This amendment to the Certificate of Incorporation of the Corporation was
approved by a majority of its Board of Directors, and by a majority consent
action of the Series A Preferred Shares and an absolute majority of all
shares of the Corporation entitled to vote thereon.
In Witness whereof, the undersigned designated Officer has executed this
Certificate this 29th day of September, 1999.
Milinx Business Group, Inc.
By: /s/
-------------------------
Milalas Fujisawa Designated Officer
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
Milinx Business Group, Inc.
Milinx. Business Group, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the "Company"),
does hereby certify:
FIRST: That Article FOURTH of the Certificate of Incorporation of the Company is
hereby amended to provide for a consolidation of issued and outstanding shares
of Common Stock by adding to the end thereof a new paragraph reading as follows:
"As at, the date of this Cdrtificate, the issued and outstanding shares of
common stock -of the Company shalt-be, and hereby are reclassified and combined
into a. lesser number of shares of cornmon stock, as the case may be, at a ratio
of 2:1,
..--such,:th ch -two. ~QQmmon stock issued and
- -outstanding~,shal-l-L.,b.e--,~,.--,,~ml,- reclassified and combined,inte-and
become respectively one share of common. Fractional shares resulting- from*--the
reclassification and combination shall -be~-- rounded to the nearest thousandth
of a share. Shares or rights convertible into comm-on'shares prior to
the-,dat,04-thi~s Certificate shall be convertible in V2 ~share --o I n
for-each " .e. common-%share- ovided in- such conversion right .unless an~_!?..
adjustment right is provided iii1hetonversion instrument."
SECOND: That the, Certificate of Incorporation of the Corporation is hereby
amended by amendment of the Certificate of Designation of Rights of Series B
Shares as follows:
ss. I (a), (b), 2(a) to decrease the preference amount from $3.00 to $2.00.
THIRD: That the foregoing amendments were duly adopted by the Board of Directors
and stockholders of the Company in accordance with the provisions of Sections
228 and 242 of the General Corporation Law of the State of Delaware.
FOURTH: That the effective date of this Certificate of Amendment shall be
midnight on the day it is filed with the Secretary of State.
IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to be
signed by its duly authorized officer this 4th day of November, 1999.
MILINX AUSINES S_ GROUP, INC.
s e
MikikoT!i'aN,/a, le'-Vresident
Designated Officer for Signature
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
MILINX BUSEMS GROUP, INC.
Milinx Busiam Group, Inc. a corporation organized and mdsting under and by
virtue of the General Corporation Law of the State of Delaware- (the "Company"),
does hereby certify:
FIRST: The Certificate of Incorporation of the Company in effict as of the date
and time of filing of-this Certificate shall be amended to include an mirortasc
in its authorized preferred:stock and to provide fbr a non-voting advisory
board, as follows:
ARTICU, FOURTH: Article Fourth sWl be amended to increase the
authorized numberofpmftred sham from 40,000,000 to 100,000,000.
ARTICLE FOURTEENTH A new Article Fourteenth isadded to read as follows:
.'The Board of Dirwtors may establish one or more Boards of Advisors who shall
be non-voting wid may be provided compensation for services in conjunction
dmrAth. The Board of Di=tors may provide that all or individual members of one
or more of such Boards sW be given notice of all Board of Directors meetings and
the right to attend and make comments therein."
SECOND.- That the fbregoing amendments were duly adopted by the Board of
Directors and stockholders of the Company in amordwme with the provisions of
Sections 228 and 242 of the Ge=al Corporation Law of the State of Delaware.
IN WITNESS WHERBOF, the Congmy has caused this Certificate of
Amendment to be signed by its dWy authorized officer this I e day of January,
2000.
MILINX BUSINESS GROUP, INC.
By: /S/
Designated Officer