AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
DIGIBLUE MEDIA, INC.
The undersigned, as the President and Secretary of Digiblue Media,
Inc., a Nevada corporation, hereby certifies that by vote of the Board of
Directors dated March 2, 2002, and majority vote of the stockholders at a
shareholders meeting on March 2, 2002, it was agreed that these Amended and
Restated Articles of Incorporation be filed with the Secretary of State for the
State of Nevada.
The undersigned further certify that the original Articles of
Incorporation of Digiblue Media, Inc., were filed with the Secretary of State
for the State of Nevada on the 10th day of December, 2001.
The exact text of the Amended and Restated Articles of Incorporation of
Digiblue Media, Inc., which amends Article Sixth, Article Seventh, Article
Eighth, Article Ninth, Article Tenth, Article Eleventh, Article Twelfth, Article
Thirteenth, Article Fourteenth, and Article Fifteenth is as follows:
FIRST. The name of this corporation is Digiblue Media, Inc.
SECOND. The address of this corporation's registered office in the
State of Nevada is 502 East John Street, Carson City, Nevada 89706. The name of
its resident agent at such address is CSC Services of Nevada, Inc.
THIRD. The purpose of this corporation is to engage in any lawful act
or activity for which corporations may be organized pursuant to the General
Corporation Law of the State of Nevada.
FOURTH. The total number of shares of capital stock which this
corporation shall have authority to issue is fifty five million (55,000,000)
with a par value of $.001 per share amounting to $55,000.00. Fifty million
(50,000,000) of those shares are Common Stock and five million (5,000,000) of
those shares are Preferred Stock. Each share of Common Stock shall entitle the
holder thereof to one vote, in person or by proxy, on any matter on which action
of the stockholders of this corporation is sought. The holders of shares of
Preferred Stock shall have no right to vote such shares, except (i) determined
by the Board of Directors of this corporation in accordance with the provisions
of Section (3) of Article Fifth of these Articles of Incorporation, or (ii) as
otherwise provided by the Nevada General Corporation Law, as amended from time
to time.
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FIFTH. The Board of Directors of this corporation shall be, and hereby
is, authorized and empowered, subject to limitations prescribed by law and the
provisions of the Article Fourth of these Articles of Incorporation, to provide
for the issuance of the shares of Preferred Stock in series, and by filing a
certificate pursuant to the applicable law of the State of Nevada, to establish
from time to time the number of shares to be included in each such series, and
to fix the designations, powers, preferences and rights of the shares of each
such series and the qualifications, limitations or restrictions of each such
series. The authority of the Board of Directors with respect to each series
shall include, but not be limited to, determination of the following:
(1) The number of shares constituting such series and the distinctive
designation of such series;
(2) The dividend rate on the shares of such series, whether dividends
shall be cumulative, and, if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends on shares of such series;
(3) Whether such series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such voting rights;
(4) Whether such series shall have conversion privileges, and, if so,
the terms and conditions of such conversion privileges, including provision for
adjustment of the conversion rate, in such events as the Board of Directors
shall determine;
(5) Whether or not the shares of such series shall be redeemable, and,
if so, the terms and conditions of such redemption, including the date or date
upon or after which those shares shall be redeemable, and the amount per share
payable in the event of redemption, which amount may vary in different
circumstances and at different redemption dates;
(6) Whether that series shall have a sinking fund for the redemption or
purchase of shares of such series, and, if so, the terms and amount of such
sinking fund;
(7) The rights of the shares of such series in the event of voluntary
or involuntary liquidation, dissolution or winding up of this corporation, and
the relative rights of priority, if any, of payment of shares of such series;
and
(8) Any other relative rights, preferences and limitations of such
series.
Dividends on issued and outstanding shares of Preferred Stock shall be
paid or declared and set apart for payment prior to any dividends shall be paid
or declared and set apart for payment on the shares of Common Stock with respect
to the same dividend period.
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If, upon any voluntary or involuntary liquidation, dissolution or
winding up of this corporation, the assets of this corporation available for
distribution to holders of shares of Preferred Stock of all series shall be
insufficient to pay such holders the full and complete preferential amount to
which such holders are entitled, then such assets shall be distributed ratably
among the shares of all series of Preferred Stock in accordance with the
respective preferential amounts, including unpaid cumulative dividends, if any,
payable with respect thereto.
SIXTH. This corporation shall have a perpetual existence.
SEVENTH. No director or officer of this corporation shall have any
personal liability to this corporation or its stockholders for damages for
breach of fiduciary duty as a director or officer, except that this Article
Seventh shall not eliminate or limit the liability of a director or officer for
(i) acts or omissions which involve intentional misconduct, fraud or a knowing
violation of law, or (ii) the payment of dividends in violation of the Nevada
General Corporation Law. Any repeal or modification of this article by the
stockholders of this corporation shall not adversely affect any right or
protection of any director of this corporation existing at the time of such
repeal or modification.
EIGHTH. This corporation reserves the right at any time, and from time
to time, to amend, alter, change or repeal any provision specified in these
Articles of Incorporation, and other provisions authorized by the laws of the
State of Nevada at any such time then in force may be added or inserted, in the
manner now or hereafter prescribed by law; and all rights, preferences and
privileges of whatsoever nature conferred upon stockholders, directors or any
other persons whomsoever by and pursuant to these Articles of Incorporation in
their present form or as hereafter amended are granted subject to the rights
reserved in this article.
NINTH. Capital stock issued by this corporation after the amount of the
subscription price or par value therefor has been paid in full shall not be
subject to pay debts of this corporation, and no capital stock issued by this
corporation and for which payment has been made shall ever be assessable or
assessed.
TENTH. (a) The affairs of this corporation shall be governed by a Board
of Directors of not more than fifteen (15) persons nor less than one (1) person,
as determined from time to time by vote of a majority of the Board of Directors
of this corporation; provided, however, that the number of directors shall not
be reduced so as to reduce the term of any director at the time in office. The
name and address of the current members of the Board of Directors are:
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1. Brian Eddo
15752 Aulnay Lane
Huntington Beach, California 92647
2. Tamara Woody
15752 Aulnay Lane
Huntington Beach, California 92647
(b) Any vacancies in the Board of Directors for any reason, and any
directorships resulting from any increase in the number of directors, may be
filled by the Board of Directors, acting by a majority of the directors then in
office, although less than a quorum, and any directors so chosen shall hold
office until the next election and until their successors shall be elected and
qualified.
ELEVENTH. No contract or other transaction between this 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 of such other corporation. Any director of this
corporation, individually, or any firm of which such director may be a member,
may be a party to, or may be pecuniarily or otherwise interested in any contract
or transaction of this corporation; provided, however, that the fact that he or
such firm is so interested shall be disclosed or shall have been known to the
Board of Directors of this corporation, or a majority thereof; and any director
of this corporation who is also a director or officer of such other 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 the same force and effect as if he or she were not
such director or officer of such other corporation or not so interested.
The undersigned hereby certifies that he has executed these Amended and
Restated Articles of Incorporation on this 2nd day of March, 2002.
By: /s/ Brian Eddo
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Brian Eddo
Its: President
By: /s/ Brian Eddo
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Brian Eddo
Its: Secretary