CERTIFICATE OF INCORPORATION
Of
CORCORAN TECHNOLOGIES CORPORATION
ARTICLE ONE
NAME
The name of the Corporation is Corcoran Technologies Corporation.
ARTICLE TWO
DURATION
The Corporation shall have perpetual existence.
ARTICLE THREE
PURPOSE
The purpose for which this Corporation is organized is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware.
ARTICLE FOUR
SHARES
The total number of shares of stock which the Corporation shall have
authority to issue is 60,000,000 shares, consisting of 50,000,000 shares of
Common Stock having a par value of $.0001 per share and 10,000,000 shares of
Preferred Stock having a par value of $.0001 per share.
The Board of Directors is authorized 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 Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof.
The authority of the Board of Directors with respect to each series of
Preferred Stock shall include, but not be limited to, determination of the
following:
Page 1
<PAGE>
A. The number of shares constituting that series and the distinctive
designation of that series:
B. The divided rate on the shares of that series, whether dividends shall be
cumulative, and, if so, from which date of dates, and the relative rights
of priority, if any, or payment of dividends on share of that series;
C. Whether that series shall have voting rights, in addition to the voting
rights provided by law, and, if so, the terms of such voting rights:
D. Whether that series shall have conversion privileges, and, if so, the terms
and conditions of such conversion, including provision for adjustment of
the conversion rate in such events as the Board of Directors shall
determine;
E. Whether or not the shares of that series shall be redeemable, and, if so,
the terms and conditions of such redemption, including the date or dates
upon or after which they shall be redeemable, and the amount per share
payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;
F. Whether that series shall have a sinking fund for the redemption or
purchase or shares of that series, and, if so, the terms and amount of much
sinking fund;
G. The rights of the shares of that series in the event of voluntary in
involuntary liquidation, dissolution or winding up of the Corporation, and
the relative rights or priority, if any, or payment of shares of that
series; and
H. Any other relative rights, preferences and limitations of that series.
ARTICLE FIVE
COMMENCEMENT OF BUSINESS
The Corporation is authorized to commence business as soon as its
certificate of incorporation has been fled.
ARTICLES SIX
PRINCIPAL OFFICE AND REGISTERED AGENT
The post office address of the initial registered office of the
Corporation and the name if its initial registered agent and its business
address is
Page 2
<PAGE>
The Prentice Hall Corporation System, Inc.
1013 Centre Road
Wilmington, Delaware 19805 (County of New Castle)
The initial registered agent is a resident of the State of Delaware.
ARTICLE SEVEN
INCORPORATOR
Lee W. Cassidy, 1504 R. Street, N.W., Washington, D.C. 20009.
ARTICLE EIGHT
PRE-EMPTIVE RIGHTS
No Shareholder or other persons shall have any pre-emptive rights
whatsoever.
ARTILCE NINE
BY-LAWS
The initial by-laws shall be adopted by the Shareholder or the Board of
Directors. The power to alter, amend, or repeal the by-laws or adopt new by-laws
is vested in the Board of Directors, subject to repeal or change by action of
the Shareholders.
ARTILCE TEN
NUMBER OF VOTES
Each share of Common Stock has one vote on each matter on which the
share is entitled to vote.
ARATICLE ELEVEN
MAJORITY VOTES
A majority vote of a quorum of Shareholders (consisting of the holders
of a majority of the shares entitled to vote, represented in person or by proxy)
is sufficient for any action which requires the vote or concurrence of
Shareholders, unless otherwise required or permitted by law or the by-laws of
the Corporation.
Page 3
<PAGE>
ARTICLE TWELVE
NON-CUMULATIVE VOTING
Directors shall be elected by majority vote. Cumulative voting shall
not be permitted.
ARTICLE THIRTEEN
INTERESTED DIRSECTORS, OFFICERS AND SECURITYHOLDERS
A. VALIDITY. If paragraph (B) is satisfied, no contract or other transaction
between the Corporation and any of its directors, officers or
securityholders, or any corporation or firm in which any of them are
directly or indirectly interested, shall be invalid solely because of this
relationship or because of the presence of the director, officer or
securityholder at the meeting of the Board of Directors of committee
authorizing the contract or transaction, or his participation or vote in
the meeting or authorization.
B. DISCLOSURE, APPROVAL, FAIRNESS. Paragraph (A) shall apply only if:
(1) The material facts of the relationship or interest of each such director,
officer or securityholder are known or disclosed:
(a) to the Board of Directors or the committee and it nevertheless
authorizes or ratifies the contract or transaction by a majority of
the directors present, each such interested director to be counted in
determining whether a quorum is present but no in calculating the
majority necessary to carry the vote; or
(b) to the Shareholders and they nevertheless authorize or ratify the
contract or transaction by a majority of the shares present, each such
interested person to be counted for quorum and voting purposes; or
(2) the contract or transaction is fair to the Corporation as if the time it is
authorized or ratified by the Board of Directors, the committee or the
Shareholders.
ARTICLE FOURTEEN
INDEMNIFICATION AND INSURANCE
A. PERSONS. The Corporation shall indemnify, to the extent provided in
Paragraphs (B), (D), or (F) and to the extent permitted from time to time
by law:
(1) any person who is or was director, officer, agent or employee of the
Corporation, and
Page 4
<PAGE>
(2) any person who serves or served at the Corporation's request as a
director, officer, agent, employee, partner or trustee of another corporation or
of a partnership, join venture, trust or other enterprise.
B. EXTENT - DERIVATIVE SUITS. In case of a suit by or in the right of the
Corporation against a person named in Paragraph (A) by reason of his
holding a position named in Paragraph (A), the Corporation shall indemnify
him, if he satisfies the standard in Paragraph (C), for expenses (including
attorney's fees but excluding amounts paid in settlement) actually and
reasonably incurred by him in connection with the defense or settlement of
the suit.
C. STANDARD--DERIVATIVE SUITS. In case of a suit by or in the right of the
Corporation, a person named in Paragraph (A) shall be indemnified only if:
(1) he is successful on the merits or otherwise, or
(2) he acted in good faith in the transaction which is the subject of the suit,
and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the Corporation. However, he shall not be indemnified in
respect of any claim, issue or matter as to which he has been adjusted
liable for negligence or misconduct in the performance of his duty to the
Corporation unless (and only to the extent that) the court in which the
suit was brought shall determine, upon application, that despite the
adjudication but in a view of all the circumstances, he is fairly and
reasonably entitled to indemnity for such expenses as the court shall deem
proper.
D. EXTENT - NONDERIVATIVE SUITS. In case of a suit, action or proceeding
(whether civil, criminal, administrative or investigative), other than a
suit by or in the right of the Corporation against a person named in
Paragraph (A) by reason of his holding a position in Paragraph (A), the
Corporation shall indemnify him, if he satisfies the standard in Paragraph
(E), for amounts actually and reasonably incurred by him in connection with
the defense or settlement of the suit as
(1) expenses (including attorney's fees)
(2) amounts paid in settlement
(3) judgments, and
(4) fines.
E. STANDARD - NONDERIVATIVE SUITS. In case of a nonderivative suit, a person
named in Paragraph (A) shall be indemnified only if:
(1) he is successful on the merits or otherwise, or
(2) he acted in good faith in the transaction which is the subject of the
nonderivative suit, and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Corporation and, with respect to any
criminal actions or proceeding, he had no reason to believe his conduct was
unlawful. The termination of a nonderivative suit by judgment, order,
settlement, conviction, or upon a plea of polo contenders or its equivalent
shall not, of itself, create a presumption that the person failed to
satisfy this Paragraph (B) (2).
Page 5
<PAGE>
F. DETERMINATION THAT STANDARD HAS BEEN MET. A determination that the standard
of Paragraph (C) or (E) has been satisfied may be made by a court of law or
equity or the determination may be made by:
(1) a majority of the directors of the Corporation (whether or not a quorum)
who were not parties to the action, suit or proceeding, or
(2) independent legal counsel (appointed by a majority of the directors of the
Corporation, whether or not a quorum, or elected by the Shareholders of the
Corporation) in a written opinion, or
(3) the Shareholder of the Corporation.
G. PROPRATION. Anyone making a determination under Paragraph (F) may determine
that a person has met the standard as to some mattes but not as to others,
and may reasonably prorate amounts to be indemnified.
H. ADVANCE PAYMENT. The Corporation may pay in advance any expenses (including
attorney's fees) which may become subject to indemnification under
paragraphs (A) - (G).
(1) The Board of Directors authorizes the specific payment and
(2) The person receiving the payment undertakes in writing to repay unless it
is ultimately determined that the is entitled to indemnification by the
Corporation under Paragraphs (A) - (G).
I. NONEXCLUSIVE. The indemnification provided by Paragraphs (A) - (G) shall
not be exclusive of any other rights to which a person maybe entitled by
law or by by-law, agreement, vote of Shareholders or disinterested
directors, or otherwise.
J. CONTINUATION. The indemnification and advance payment provided by
Paragraphs (A) - (H) shall continue as to a person who has ceased to hold a
position named in Paragraph (A) and shall inure to his heirs, executors and
administrators.
K. INSURANCE. The Corporation may purchase and maintain insurance on behalf of
any person who holds or who has held any position named in Paragraph (A)
against any liability incurred by him in any such position or arising out
of this statue as such, whether or not the Corporation would have power to
indemnify him against such liability under Paragraph (A) - (H).
L. REPORTS. Indemnification payments, advance payments, and insurance
purchases and payments made under Paragraph (A) - (K) shall be reported in
writing to the Shareholders of the Corporation with the next of annual
meeting, or within six months, whichever is sooner.
M. AMENDMENT OF ARTICLE. Any changes in the General Corporation Law of
Delaware increasing, decreasing, amending, changing or otherwise effecting
the indemnification of directors, officers, agents, or employees of the
Corporation shall be incorporated by reference
Page 6
<PAGE>
In this Article as of the date of such changes without further action by
the Corporation, its Board of Directors, of Shareholders, it being the
intentions of this Article that directors, officers, agents and employees
of the Corporation shall be indemnified to the maximum degree allowed by
the General Corporation Law of the State of Delaware at all times.
ARTICLE FIFTEEN
LIMITATION ON DIRECTOR LIABILITY
A. SCOPE OF LIMITATION. No person by virtue of being or having been a director
of the Corporation, shall have any personal liability for monetary damages
to the Corporation or any of its Shareholders for any breach of fiduciary
duty except as to the extent provided in Paragraph (B).
B. EXTENT OF LIMITATION. The limitation provided for in this Article shall not
eliminate of limit the liability of a director to the Corporation or its
Shareholders (i) for any breach of the director's duty of loyalty to the
Corporation or its Shareholders (ii) for any acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law
(iii) for any unlawful payment of dividends or unlawful stock purchases or
redemptions transaction for which the director derived an improper personal
benefit.
IN WITNESS WHEREOF, the incorporator hereunto has executed this certificate
of incorporation on this 17th day of March, 1997.
/s/ Lee W. Cassidy, Incorporator
ARTICLE FOUR, paragraph one was amended December 13, 2000 by the shareholders to
read:
The total number of shares of stock which the Corporation shall have
authority to issue is 150,000,000 shares consisting of 100,000,000 shares of
Common Stock having a par value of $.0001 per share and 50,000,000 shares of
Preferred Stock having a par value of $.0001 per share.
<PAGE>
ENDORSED
FILED
In the office of the Secretary of State
Of the State of California
OCT 22, 1997
/s/ Bill Jones
Bill Jones. Secretary of State
RESTATED ARTICLES OF INCORPORATION
OF
PRIME MANAGEMENT, INC.
Irving Pfeffer and David Lefkowitz certify that:
1. They are the President and Secretary, respectively, of Prime Management,
Inc., a California corporation.
2. The articles of incorporation of this corporation are hereby amended and
restated to read as follows:
ONE: The name of this corporation is Prime Management, Inc.
TWO: The purpose of this corporation if to engage in any lawful
act or activity for which a corporation may be organized under
the General Corporation Law of California other than the banking
business, the trust company business or the practice of a
profession permitted to be incorporated by the California
Corporations Code.
THREE: This Corporation is authorized to issue only one class of
shares of stock which shall be designated as common stock. The
total number of shares it is authorized to issue is 10,000,000
shares at one hundredth of one cent par value.
FOUR: The Corporation elects to be governed by all of the
provisions of the General Corporation Law of 1977 not otherwise
applicable to it under Chapter 23 thereof.
3. The foregoing amendment and restatement of articles of incorporation has
been duly approved by the board of directors.
4. The foregoing Restatement of Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with 902 CCC. The
total number of outstanding shares of the corporation is 100. The number of
shares voting in favor of the restatement was 100, which exceeded the vote
required.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
DATE: October 16, 1997
/s/ IRVING PFEFFER
President
/s/ DAVID LEFKOWITZ
Secretary
Page 8
<PAGE>
State of Delaware
Office of the Secretary of State
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELWARE, DO HEREBY
CERTIFTY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER,
WHICH MERGERS:
"PRIME MANAGEMENT, INC.", A CALIFORNIA CORPORATION, WITH AND INTO "CORCORAN
TECHNOLOGIES CORPORATION" UNDER THE NAME OF "PRIME COMPANIES, INC.", A
COPROATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE SATE OF DELAWARE, AS
RECEIVED AND FILED IN THIS OFFICE THE THIRTIETH DAY OF DECEMBER, A.D. 1997, AT 9
O'CLOCK A.M.
/s/ Edward J. Freel, Secretary of State
Page 9
<PAGE>
Certificate of Merger
Of
Prime Management, Inc.
With and into
Corcoran Technologies Corporation
Pursuant to Section 252 of the General
Corporation Law of the State of Delaware
CORCORAN TECHNOLOGIES CORPORATION, a Delaware corporation, hereby certifies
as follows:
FIRST: The names and jurisdictions of the constituent corporations are
Corcoran Technologies Corporation, a Delaware corporation, and Prime Management,
Inc., a California corporation.
SECOND: An Agreement and Plan of Merger (the "Merger Agreement") has been
approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with Section 252 of the General
Corporation Law of the State of Delaware and Chapter 11 of the General
Corporation Law of the State of California.
THIRD: The Merger Agreement, dated December 23, 1997, and the amendments to
the Certificate of Incorporation of the surviving corporation have been approved
by action by unanimous consent of the Board of Directors on December 23, 1997
and by written consent without a meeting of a majority of the shareholders dated
December 23, 1997.
FOURTH: The surviving corporation is "Corcoran Technologies Corporation"
(the "Surviving Corporation").
FIFTH: The Certificate of Incorporation of Corcoran Technologies
Corporation in effect as of the date and time of filing of this Certificate of
Merger shall be the Certificate of Incorporation of the Surviving Corporation
and pursuant to the Delaware General Corporation Law shall be amended by the
changes set forth in the Merger Agreement to include the change of its corporate
name as follows:
Articles First of the Certificate of Incorporation of CORCORAN
TECHNOLOGIES CORPORATION shall be deleted and replaced with the following:
The Name of the Corporation is Prime Companies, Inc.
SIXTH: An executed copy of the Merger Agreement is on file at the principal
place of business of the Surviving Corporation at 155 Montgomery Street, Suite
406, San Francisco, California 94104, and a copy of the Merger Agreement will be
furnished by the Surviving Corporation, on request and without cost, to any
stockholder of either constituent corporation.
Page 10
<PAGE>
SEVENTH: The authorized capital stock of Prime Management, Inc., a
California corporation, which is not the surviving corporation, is 10,000,000
shares of common stock, $.001 par value per share, of which 921,041 shares have
been issued and are outstanding, and no preferred stock.
EIGHTH: This Certificate of Merger shall be effective immediately upon its
filing with the Secretary of State of the State of Delaware.
Page 11
<PAGE>
Signature Page to Certificate to Merger
Between Corcoran Technologies Corporation and
Prime Management, Inc.
IN WITNESS WHEREOF, Corcoran Technologies Corporation has caused this
Certificate of Merger to be executed in its corporate name by its President and
attested to by its Secretary on the 23rd day of December, 1997.
CORCORAN TECHNOLOGIES CORPORATION
By: /s/ James M. Cassidy
Name: James M. Cassidy
Title: President
ATTEST:
By: /s/ James M. Cassidy
Name: James M. Cassidy
Title: Secretary
Page 12
