ARTICLES OF INCORPORATION
OF
SONICPORT.COM, INC.
The undersigned proposes to form a corporation under the laws of the State of
Nevada, relating to private corporations, and to the end hereby adopts articles
of incorporation as follows:
ARTICLE ONE
NAME
The name of the corporation is Sonicport.com, Inc.
ARTICLE TWO
LOCATION
The registered office of this corporation is at 318 North Carson Street, Suite
214, City of Carson City, State of Nevada, 89701. The resident agent is State
Agent and Transfer Syndicate, Inc.
ARTICLE THREE
PURPOSES
This corporation is authorized to carry on any lawful business or enterprise.
ARTICLE FOUR
CAPITAL STOCK
The amount of the total authorized capital stock of this corporation is $10,000
as 90,000,000 shares of common stock and 10,000,000 shares of preferred stock
each with a par value of one mill ($0.0001). Such shares are non-assessable.
The Board of Directors is authorized, subject to limitations prescribed by law,
to provide for the issuance of the shares of preferred stock in one or more
series and to establish from time to time the number of shares to be included in
each such series, and to fix 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:
(a) The number of shares constituting that series and the
distinctive designation of that series;
(b) The dividend rate on the shares of that 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 that series;
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(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 as the
Board of Directors shall determine;
(e) Whether or not 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 of shares of that series, and, if so,
the terms and amount of such sinking fund;
(g) The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding
up of the corporation, and the relative rights of priority, if
any, of payment of shares of that series;
(h) Any other relative rights, preferences and limitations of that
series, unless otherwise provided by the certificate of
determination.
ARTICLE FIVE
DIRECTORS
The initial governing board of this corporation shall be styled directors and
shall have one member. The name and address of the member of the first board of
directors is
J. Stanton Dodson
1641 20th Street
Santa Monica, CA 90404
ARTICLE SIX
ELIMINATING PERSONAL LIABILITY
Officers and directors shall have no personal liability to the corporation or
its stockholders for damages for breach of fiduciary duty as an officer or
director. This provision does not eliminate or limit the liability of an officer
or director for acts or omissions which involve intentional misconduct, fraud or
a knowing violation of law or the payment of distributions in violation of NRS
78.300.
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ARTICLE SEVEN
INCORPORATORS
The name and address of the incorporator is: Iwona J. Alami, Esq., 120 Newport
Center Dr., Suite 200, Newport Beach, California 92660.
ARTICLE EIGHT
PERIOD OF EXISTENCE
The period of existence of this corporation shall be perpetual.
ARTICLE NINE
AMENDMENT OF ARTICLES OF INCORPORATION
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 shareholders herein are granted subject to this
reservation.
ARTICLE TEN
VOTING OF SHARES
In any election participated in by the shareholders, each shareholder shall have
one vote for each share of stock he owns, either in person or by proxy as
provided by law. Cumulative voting shall not prevail in any election by the
shareholders of this corporation.
ARTICLE ELEVEN
PREEMPTIVE RIGHTS
The holders of the capital stock of this Corporation shall not have the
preemptive right to acquire additional unissued shares or treasury shares of the
capital stock of this Corporation, or securities convertible into shares of
capital stock or carrying capital purchase warrants or privileges.
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IN WITNESS WHEREOF the undersigned, Iwona J. Alami, for the purpose of forming a
corporation under the laws of the State Nevada, does make, file and record these
articles, and certifies that the facts herein stated are true, and I have
accordingly hereunto set my hand this day, January 25, 2000.
INCORPORATOR:
/S/ Iwona J. Alami
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Iwona J. Alami
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CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY RESIDENT AGENT
State Agent and Transfer Syndicate, Incorporated hereby certifies that on
January ___, 2000, we accepted appointment as Resident Agent for the above named
corporation in accordance with Sec. 78.090, NRS 1957.
IN WITNESS WHEREOF, I have hereunto set my hand this January_____, 2000.
/S/ John E. Block
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John E. Block for
State Agent and Transfer Syndicate, Inc.
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