ARTICLES OF INCORPORATION
OF
CALLINGCARD INDUSTRIES, INC.
BE IT KNOWN BY ALL PERSONS THAT: The undersigned, Daniel Najor, and
Nazar Najor, declaring that they are of legal age for the purpose of forming a
corporation under the laws of the State of Nevada, and in pursuance thereof do
hereby sign and acknowledge the following Articles of Incorporation, and state
as follows:
ARTICLE I
(Corporate Name)
The name of this corporation is and shall be known as:
CALLINGCARD INDUSTRIES, INC.
ARTICLE II
(Duration)
The corporation is to have perpetual existence.
ARTICLE III
(Purposes)
The general nature of the business of the corporation and the objects
and purposes proposed to be transacted, promoted and carried on by it, are as
follows:
1. To engage in any business, trade or activity, which may lawfully be
conducted by a corporation organized under the laws of the State of Nevada.
2. In furtherance of and not in limitation of the general powers conferred
by the laws of the State of Nevada, it is expressly provided that this
corporation shall also have the following powers:
(a) To purchase or otherwise acquire, so far as permitted by law, the
whole or any part of the undertaking and business of any person, firm or
corporation and the property and liabilities, including the good will, assets
and stock in trade thereof, and to pay for the same either in cash or in shares,
or partly in cash and partly in shares.
(b) To purchase or otherwise acquire, and to hold, maintain, work,
develop, sell, lease, exchange, hire, convey, mortgage, or otherwise dispose of
and deal in, lands and leaseholds, and in any interest, estate and rights in
real property and any personal or mixed property, and any franchises, rights,
business or privileges necessary, convenient and appropriate for any purposes
herein expressed.
(c) To acquire by purchase, subscription, or otherwise, and to hold
for investment or otherwise, and to use, sell, assign, transfer, mortgage,
pledge, or otherwise deal with, or dispose of, stocks, bonds, or any obligations
or securities of this or any corporation or corporations; and to merge or
consolidate with any corporation in such manner as may be provided by law.
(d) To borrow money or other assets, and to make and issue notes,
bonds, debentures, obligations and evidences of indebtedness of all kinds,
whether secured by mortgage, pledged or otherwise, without limit as to amount,
except as may be prohibited by statute, and to secure the same by mortgage,
pledge or otherwise, and generally to make and perform agreements and contracts
of every legal kind and description.
(e) To conduct and carry on its business, or any part thereof, and to
have one or more offices, and to exercise all or any of its corporate powers and
rights in the State of Nevada, and in various states, territories, colonies and
dependencies of the United States of America, in the District of Columbia, the
country of Canada, and in all or any foreign countries or country.
(f) To do all and everything necessary, suitable and proper for the
accomplishment of any of the purposes, or the attainment of any of the
objectives, or the furtherance of any of the powers herein above set forth,
either alone or in association with other corporations, firms or individuals,
and to do every act or acts, thing or things incidental or pertinent to or
growing out of or connected with the aforesaid business or powers, or any part
or parts thereof: Provided, the same be not inconsistent with the laws under
which this corporation is organized.
(g) To have such powers as are conferred upon corporations under the
laws of the State of Nevada, and to engage in any lawful business.
ARTICLE IV
(Shares)
The aggregate number of shares which the corporation shall have
authority to issue, including the classes thereof and special provisions, are as
follows: 110,000,000 shares; 100,000,000 shares of voting, common stock with a
par value of $.001, and 10,000,000 preferred shares with a par value of $.001.
The shareholders shall not have the right to accumulate votes in the election of
directors with respect to shares of stock in the corporation. Each share shall
be entitled to one vote. The holders of the preferred shares and common shares
are entitled to receive the net assets of the corporation upon dissolution. The
Board of Directors can restructure the issued and outstanding shares with
respect to a forward or reverse split, without a shareholders meeting, general
or special meeting, providing that 50% of the shareholders agree to the share
reorganization within the limits of the share capitalization of 100,000,000
shares of common stock and/or 10,000,000 preferred shares of stock.
ARTICLE V
(By-Laws)
The authority to make By-Laws for the corporation is hereby expressly
vested in the Board of Directors of this corporation, subject to the power of
the majority of the shareholders to change or repeal such By-Laws. Any such
change to the By-Laws must be agreed upon by the majority of the shareholders.
The Board of Directors shall not make or alter any By-Laws fixing their
qualifications, classifications, terms of office or extraordinary powers without
first securing the approval of the majority (50% or more) of the shareholders.
Such majority approval may be obtained by the Board of Directors without the
necessity of a Special or Extraordinary General Meeting of the corporation's
shareholders. Such majority shareholder approval may be obtained by written
proxy statement or a: polling of the shareholders by telephone or telefax.
ARTICLE VI
(Amendments to Articles of Incorporation)
The Board of Directors 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, and all rights conferred on the
corporation herein are granted subject to this reservation.
ARTICLE VII
(Registered Office and Agent)
The street address of the initial registered office is 675 Fairview
Drive, #246, Carson City, Nevada 89701; and the name of the initial registered
agent at such address is Nevada Business Services.
ARTICLE VIII
(Directors)
The management of this corporation shall be vested in a Board of
Directors; the number of initial directors shall be 2, and the subsequent
number, qualifications, terms of office, manner of election, time and place of
meeting, and powers and duties of the directors shall be such as are prescribed
by the By-Laws of the corporation. The names of the persons who are to serve as
directors until the first annual meeting of the shareholders or until their
successors be elected and qualify, are as follows:
Daniel Najor
Nazar Najor
ARTICLE IX
(Incorporators)
The name and address of each incorporator is as follows:
Daniel Najor, 3550 National Avenue, San Diego, California 92113
Nazar Najor, 3550 National Avenue, San Diego, California 92113
ARTICLE X
(Commencement of Business)
This corporation will commence business upon receiving its corporate
license.
IN WITNESS WHEREOF, the incorporators have hereunto set their hands in duplicate
originals this 22th day of January, 2002, under penalty of perjury.
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Daniel Najor, President-Board Chairman
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Nazar Najor, Secretary/Treas.- Director
CERTIFICATE OF INCORPORATION OF
TVER ACQUISITION CORP.
ARTICLE I
Name of Corporation
The name of this corporation is Tver Acquisition Corp.
ARTICLE II
Registered Office and Agent
The address of the registered office of the corporation in the State of
Delaware is 1013 Centre Road in the City of Wilmington, County of New Castle,
and the name of its registered agent at that address is Corporation Service
Company.
ARTICLE III
Purpose
The purpose of the corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.
ARTICLE IV
Authorized Capital Stock
This Corporation is authorized to issue two classes of shares designated
respectively "Common Stock" and "Preferred Stock" and referred to herein as
Common Stock or Common Shares and Preferred Stock or Preferred Shares,
respectively. The total number of shares of Common Stock this Corporation is
authorized to issue is 20,000,000 and each such share shall have a par value of
$.001, and the total number of shares of Preferred Stock this corporation is
authorized to issue is 10,000,000 and each such share shall have a par value of
$.001. The Preferred Shares may be issued from time to time in one or more
series. The Board of Directors is authorized to fix the number of shares of any
series of Preferred Shares and to determine the designation of any such series.
The Board of Directors is also authorized to determine or alter the rights,
preferences, privileges and restrictions granted to or imposed upon any
privileges and restrictions granted to or imposed upon any wholly unissued
series of Preferred Shares and, within the limits and restrictions stated in any
resolution or resolutions of the Board of Directors originally fixing the number
of shares constituting any series, to increase or decrease (but not below the
number of shares of any such series then outstanding) the number of shares of
any series subsequent to the issue of shares of that series.
ARTICLE V
Incorporator
The incorporator is Daniel K, Donahue. 500 Newport Center Drive, Suite 7C0,
"Newport Beach, California 92560.
ARTICLE VI
Limitation of Director Liability
To the fullest extent permitted by the Delaware General Corporation Law
as the same exists or may hereafter be amended; a director of this corporation
shall not be liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director.
ARTICLE VII
Perpetual Existence
The corporation is to have perpetual existence.
ARTICLE VIII
Stockholder Meetings
Meetings of stockholders may be held within or without the State of
Delaware, as the bylaws may provide. The books of the corporation may be kept
(Subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the bylaws of the corporation.
ARTICLE IX
Bylaws
In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, repeal, alter,
amend and rescind the bylaws of this corporation, subject to any limitations
expressed in such bylaws.
ARTICLE X
Amendment of Certificate of Incorporation
The corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred on, stockholders
herein are granted subject to this reservation.
I, the undersigned, being the sole incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, do make, file and record this Certificate, hereby
declaring and certifying under penalty of perjury that this is my act and deed
and the facts herein stated are true, and accordingly have hereunto set my hand.
Dated: April 20, 1998
/s/ Daniel K. Donahue
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Daniel K. Donahue, Incorporator