(stamp)
F I L E D
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
SEP 19 1996
No. C19816-96
-----------
/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE
ARTICLES OF INCORPORATION
-------------------------
OF
--
ADVANCE MEDICAL SYSTEMS INC.
----------------------------
FIRST. The name of the corporation is:
-----
ADVANCE MEDICAL SYSTEMS INC.
SECOND. Its registered office in the State of Nevada is located at
------
2533 North Carson Street, Carson City, Nevada 89706 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.
16057 1
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.
(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 By-Laws 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, and alter the
same at pleasure. 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 nonuse 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,
2
privileges or franchises, or 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 any other lawful object.
(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 of 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.
(O) 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
3
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, as may be allowed by
law.
FOURTH. That the total number of common stock authorized that may be
------
issued by the Corporation is TWENTY FIVE THOUSAND (25,000) shares of stock
without nominal par value and no other class of stock shall be authorized. Said
shares may be issued by the corporation from time to time for such
considerations as may be fixed by the Board of Directors.
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
fewer than one (1).
The name and post office address of the first board of Directors shall be
one (1) in number and listed as follows:
NAME POST OFFICE ADDRESS
---- -------------------
Robert Seligman 2533 North Carson Street
Carson City, Nevada 89706
SIXTH. The capital stock, after the amount of the subscription price,
-----
or par value, has been paid in, shall not be subject to assessment to pay the
debts of the corporation.
4
SEVENTH. The name and post office address of the Incorporator signing
-------
the Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
---- -------------------
Robert Seligman 2533 North Carson Street
Carson City, Nevada 89706
EIGHTH. The resident agent for this corporation shall be:
------
LAUGHLIN ASSOCIATES, INC.
The address of said agent, and, the registered or statutory address of this
corporation in the state of Nevada, shall be:
2533 North Carson Street
Carson City, Nevada 89706
NINTH. The corporation is to have perpetual existence.
-----
TENTH. 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.
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
5
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 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.
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 good will and its corporate franchises, upon such
terms and conditions as its board of Directors deems expedient and for the best
interests of the Corporation.
ELEVENTH. No shareholder shall be entitled as a matter of right to
--------
subscribe for or receive additional shares of any class of stock of the
Corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock, but such additional shares of stock or other
securities convertible into stock may be issued or disposed of by the Board of
Directors to such persons and on such terms as in its discretion it shall deem
advisable.
TWELFTH. 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 orofficer (i) for acts or
6
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.
THIRTEENTH. This Corporation reserves the right to amend, alter,
----------
change or repeal any provision contained in the Articles of Incorporation, in
the manner now or hereafter prescribed by statute, or by the Articles of
Incorporation, and all rights conferred upon Stockholders herein are granted
subject to this reservation.
7
I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a Corporation pursuant to the General Corporation Law of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have hereunto set my hand this 19th day of September 1996.
/s/ Robert Seligman
------------------------
Robert Seligman
(stamp)
F I L E D
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
SEP 19 1996
No. C19816-96
STATE OF NEVADA ) -----------
) SS: /s/ Dean Heller
CARSON CITY ) DEAN HELLER, SECRETARY OF STATE
On this 19th day of September, 1996 in Carson City, Nevada, before me, the
undersigned, a Notary Public in and for Carson City, State of Nevada, personally
appeared:
Robert Seligman
Known to me to be the person whose name is subscribed to the foregoing document
and acknowledged to me that he executed the same.
(stamp)
LISA MARIE VANNUCCI
NOTARY PUBLIC - NEVADA
Appt. Recorded in CARSON CITY
My Appt. Exp. June 21 2000
/s/ Lisa Marie Vannucci
---------------------------
Notary Public
I, Laughlin Associates, Inc. hereby accept as Resident Agent for the previously
named Corporation.
September 19, 1996 /s/ Robert Seligman
- ------------------ --------------------------------
Date Executive Vice President
8
CERTIFICATE AMENDING ARTICLES OF INCORPORATION
OF
ADVANCE MEDICAL SYSTEMS INC
CONTINUED
The undersigned hereby certify that they have on this 23rd day of
----
September, 1996 we, executed this Certificate Amending the original Articles of
- --------- -- --
Incorporation heretofore filed with the Secretary of State of Nevada.
/s/ Nicholas George
------------------------------
President
/s/Peter George
------------------------------
Secretary
STATE OF NEVADA )
------
)SS.
COUNTY OF CARSON )
------
On this 23rd day of September, 1996, before me, the undersigned, a Notary Public
---- --------- --
in and for the County of Carson, State of Nevada personally appeared: NICHOLAS
------ ------ --------
GEORGE AND PETER GEORGE. Known to me to be the person(s) whose name(s) are
- ------------------------
subscribed to the foregoing Certificate Amending Articles of Incorporation and
acknowledged to me that they executed the same.
/s/ Angela R. McKusker
------------------------------
Notary Public
(stamp)
ANGELA R. MCKUSKER
NOTARY PUBLIC - NEVADA
Appt. Recorded in CARSON CITY
My Appt. Exp. May 30, 1999
2
(stamp)
F I L E D
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
OCT 03 1996
No. C19816-96
-----------
/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE
CERTIFICATE AMENDING ARTICLES OF INCORPORATION
OF
ADVANCE MEDICAL SYSTEMS INC
The undersigned, being the President and Secretary of ADVANCE MEDICAL
SYSTEMS INC, a Nevada Corporation, hereby certify that by majority vote of the
Board of Directors and majority vote of the stockholders at a meeting held on
September 23, 1996, it was agreed by unanimous vote that this CERTIFICATE
- --------------------
AMENDING ARTICLES OF INCORPORATION be filed.
The undersigned further certify that the original Articles of Incorporation
of ADVANCE MEDICAL SYSTEMS INC were filed with the Secretary of State of Nevada
on the 19th day of September, 1996. The undersigned further certify that
----
ARTICLES FIRST of the original Articles of Incorporation filed on the 19th day
----
of September, 1996, herein is amended to read as follows:
ARTICLE FIRST
FIRST. The name shall be:
-----
ADVANCED MEDICAL SYSTEMS INC.
1
(stamp)
F I L E D
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
OCT 15 1997
No. C19816-96
-----------
/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE
CERTIFICATE AMENDING ARTICLES OF INCORPORATION
OF
ADVANCED MEDICAL SYSTEMS INC.
The undersigned, being the President and Secretary of ADVANCED MEDICAL
SYSTEMS INC., a Nevada Corporation, hereby certify that by majority vote of the
Board of Directors and majority vote of the stockholders at a meeting held on
10/14/97, it was agreed by unanimous vote that this CERTIFICATE AMENDING
- --------
ARTICLES OF INCORPORATION be filed.
The undersigned further certify that the original Articles of Incorporation
of ADVANCED MEDICAL SYSTEMS INC. were filed with the Secretary of State of
Nevada on the 19th day of September, 1996. The undersigned further certify that
ARTICLES FOURTH of the original Articles of Incorporation filed on the 19th day
of September, 1996, herein is amended to read as follows:
ARTICLE FOURTH
That the total number of voting common stock authorized that may be issued by
the Corporation is 50 million (50,000,000) shares of stock with a par value of
$.001 and that the total number of non-voting preferred stock authorized that
may be issued by the Corporation is 5 million (5,000,000) shares of stock at a
par value of $.001. Said shares without nominal or par value may be issued by
the corporation from time to time for such considerations as may be fixed from
time to time by the Board of Directors.
1
CERTIFICATE AMENDING ARTICLES OF INCORPORATION
OF
ADVANCED MEDICAL SYSTEMS INC.
CONTINUED
The undersigned hereby certify that they have on this 14th day of
----
October, 1997, executed this Certificate Amending the original Articles of
- ------- --
Incorporation heretofore filed with the Secretary of State of Nevada.
/s/ Nicholas George
------------------------------
President
/s/Peter George
------------------------------
Secretary
STATE OF CALIFORNIA )
----------
)SS.
COUNTY OF ORANGE )
------
Jennifer Jackson, Notary Public
On this 14th day of October, 1997, before me, the undersigned, a Notary Public
---- ------- --
in and for the County of Orange, State of California personally appeared:
------ ----------
Nicholas George, Peter George. Known to me to be the person(s) whose name(s) are
- -----------------------------
subscribed to the foregoing Certificate Amending Articles of Incorporation and
acknowledged to me that they executed the same.
/s/ Jennifer Jackson
------------------------------
Notary Public
(stamp)
JENNIFER JACKSON
COMM. #1111137
NOTARY PUBLIC - CALIFORNIA
ORANGE COUNTY
My Comm. Exp. Oct. 18, 2000
2
Laughlin Associates, Inc.
2533 N. Carson Street
Carson City, NV 89706
Attention: Client Retention Department
*CHANGE OF ADDRESS*
Corporation Name: ADVANCED MEDICAL SYSTEMS INC
-----------------------------------------------------
Old address: P.O. Box 4491
----------------------------------------------------------
INCLINE VILLAGE, NV 89450
----------------------------------------------------------
----------------------------------------------------------
As of 6-1-97, please forward all correspondence for the above named corporation
--------
to the following addres.
CORP ADD P.O. BOX 42771 LAS VEGAS, NV 89116
MA. ONLY: P.O. BOX 3137
---------------------------------------
ORANGE, CA 92857
---------------------------------------
---------------------------------------
Phone Number 714-998-6400
---------------------------------------
/s/ Peter George
------------------------
Signature
CERTIFICATE OF CHANGE
OF RESIDENT AGENT AND/OR
LOCATION OF REGISTERED OFFICE
(corporations only)
Advanced Medical Systems Inc.
------------------------------------------------
Name of Corporation
The change(s) below is (are) effective upon the filing of this document with the
Secretary of State.
Reason for Change: (check one) [ ] Change of Reisdent Agent [x] Change Location
of Registered Office.
The former resident agent and/or location of the registered office was:
Resident Agent:
--------------------------------------------------------------
Street No.: P.O. Box 4491
--------------------------------------------------------------
City: Incline Village, Nevada 89450
--------------------------------------------------------------
The resident agent and/or location of the registered office if changed to:
Resident Agent:
--------------------------------------------------------------
Street No.: P.O. Box 42771
--------------------------------------------------------------
City: Las Vegas, Nevada 89116
--------------------------------------------------------------
NOTE: For a corporation to file this certificate the signature of one
officer is required. The certificate does not need to be notarized.
--------------------------------------
Signature/Title
*Certificate of Acceptance of Appointment by Resident Agent: I, Peter George
------------
hereby accept the appointment as Resident Agent for the above-named business
entity.
February 27, 1997
- ---------------------------------- ---------------------------
(Signature of Resident Agent) (Date)
NOTE: The fee is $15.00 for filing either a certificate of change of
location of the registered office or a new designation of resident
agent.
File with the Secretary of State, Capitol Complex, Carson City, Nevada 89710
CERTIFICATE OF CHANGE
OF RESIDENT AGENT AND/OR
LOCATION OF REGISTERED OFFICE
(corporations only)
Advanced Medical Systems Inc.
------------------------------------------------10/3/96.
Name of Corporation
The change(s) below is (are) effective upon the filing of this document with the
Secretary of State.
Reason for Change: (check one) [ ] Change of Reisdent Agent [x] Change Location
of Registered Office.
The former resident agent and/or location of the registered office was:
Resident Agent:
--------------------------------------------------------------
Street No.: P.O. Box 4491
--------------------------------------------------------------
City: Incline Village, Nevada 89450
--------------------------------------------------------------
The resident agent and/or location of the registered office if changed to:
Resident Agent:
--------------------------------------------------------------
Street No.: P.O. Box 42771
--------------------------------------------------------------
City: Las Vegas, Nevada 89116
--------------------------------------------------------------
NOTE: For a corporation to file this certificate the signature of one
officer is required. The certificate does not need to be notarized.
--------------------------------------
Signature/Title
*Certificate of Acceptance of Appointment by Resident Agent: I, Peter George
------------
hereby accept the appointment as Resident Agent for the above-named business
entity.
February 27, 1997
- ---------------------------------- ---------------------------
(Signature of Resident Agent) (Date)
NOTE: The fee is $15.00 for filing either a certificate of change of
location of the registered office or a new designation of resident
agent.
File with the Secretary of State, Capitol Complex, Carson City, Nevada 89710
101 N. Carson #3 89701-4686
CERTIFICATE AMENDING ARTICLES OF INCORPORATION
OF
ADVANCED MEDICAL SYSTEMS INC
The undersigned, being the President and Secretary of ADVANCED MEDICAL
SYSTEMS INC., a Nevada Corporation, hereby certify that by majority vote of the
Board of Directors and majority vote of the stockholders at a meeting held on
6-21-02, it was agreed by unanimous vote that this CERTIFICATE AMENDING ARTICLES
- -------
OF INCORPORATION be filed.
The undersigned further certify that the original Articles of Incorporation
of ADVANCED MEDICAL SYSTEMS INC. were filed with the Secretary of State of
Nevada on the 19th day of September, 1996. The undersigned further certify that
ARTICLES FIRST of the original Articles of Incorporation filed on the 19th day
of September, 1996, herein is amended to read as follows:
ARTICLE FIRST
FIRST. The name shall be:
-----
EarlyDETECT Inc.
1
CERTIFICATE AMENDING ARTICLES OF INCORPORATION
OF
ADVANCED MEDICAL SYSTEMS INC.
CONTINUED
The undersigned hereby certify that they have on this 21 day of June, 2002,
-- ---- ----
executed this Certificate Amending the original Articles of Incorporation
heretofore filed with the Secretary of State of Nevada.
/s/ Nicholas George
------------------------------
President
/s/Peter George
------------------------------
Secretary
2
BOARD OF DIRECTORS RESOLUTION CHANGING NAME OF CORPORATION
OF
Advanced Medical Systems Inc.
A Nevada Corporation
UPON a duly made and seconded motion, the resolution that folows below was
duly adopted by the holders of a majority of the shares entitled to vote on the
resolution:
RESOLVED, that the name of the Advanced Medical Systems Inc. is changed to
Early Detect Inc., and it is
FURTHER RESOLVED, that the officers of the Advanced Medical Systems Inc.,
are hereby directed to file in the Nevada Secretary of State's office a
certificate setting forth the change of name of the Advanced Medical Systems
Inc. to Early Detect Inc.
The undersigned, Peter George, certifies that I am the duly appointed
Secretary of Advanced Medical Systems Inc. and that the above is a true and
correct copy of a resolution duly adoted at a meeting of the Board of Directors
thereof, convened and held in accordance with law and the Bylaws of said
Corporation on June 21st, 2002, and that such resolution is now in full force
and effect.
IN WITNESS THEREOF, I have affixed my name as Secretary of Advanced Medical
Systems Inc. and have attached the seal of Advanced Medical Systems Inc. to this
resolution.
DATED this June 21st 2002.
/s/ Peter George
--------------------------
Peter George, Secretary
(SEAL)
RO30