EX-2.1
ARTICLES OF INCORPORATION
ARTICLES OF
INCORPORATION
OF
WOLFSTONE CORPORATION
Pursuant to the provisions 78.400 of the Nevada Revised Statutes, the
undersigned corporation adopts these restated Articles of Incorporation. All of
the Articles of Incorporation as now filed are stricken in their entirety and
the following Articles are substituted as if they had been a part of the
original Articles of Incorporation:
ARTICLE I
The complete name of the Corporation is to be:
WOLFSTONE CORPORATION
ARTICLE II
Its principal office in the state of Nevada is to be located at 852 North Lamb,
in the City of Las Vegas, County of Clark. The registered agent in charge
thereof is Sam C. Sottosanti.
ARTICLE III
The purpose of this Corporation is to engage in any lawful act or activity for
which a corporation may be organized under the general corporation laws of
Nevada.
ARTICLE IV
This Corporation shall have the authority to issue an aggregate of twenty
million (20,000,000) shares of common capital stock, par value one mill ($0.001)
per share, and ten thousand (10,000) shares of preferred stock, at par value
forty dollars ($40.) per share, for a total capitalization of four hundred and
twenty thousand dollars ($420,000). Each common share shall be entitled to the
same dividend, liquidation, and voting rights.
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No shareholder shall have cumulative voting rights.
ARTICLE V
The members of the governing board of this Corporation shall be styled directors
and the number thereof at the inception of this Corporation shall be one (1).
The number of Directors may from time to time be increased or decreased in such
manner as shall be provided for by the By-Laws of the Corporation. Director(s)
need not be Shareholders of this Corporation, nor residents of the State of
Nevada. The name and post office address of the first Board of Directors who
shall hold office until his successor is duly elected, is as follows:
Name Address
Harold D. Blethen 3115 Yuma Court
Stockton, California 95205
ARTICLE VI
The capital stock of this Corporation, after the amount of the subscription
price has been paid in, shall never be assessable, or assessed to pay debts of
this Corporation.
ARTICLE VII
The name and address of the Incorporator signing these Articles of Incorporation
is as follows:
Name Address
Harold D. Blethen 3115 Yuma Court
Stockton, California 95205
ARTICLES VIII
The period of duration of this Corporation shall be perpetual unless otherwise
amended by the Shareholders.
ARTICLE IX
The Directors shall have the power to make and to alter or amend the By-Laws; to
fix the amount to be reserved as working capital and to authorize and cause to
be executed mortgages and liens, without limit as to amount, upon the property
and franchise of this Corporation.
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With the consent in writing, and pursuant to a vote of the majority of the
holders of the capital stock issued and outstanding, the Directors shall have
the authority to dispose of, in any manner, the whole property of this
Corporation.
The By-Laws shall determine whether and to what extent the accounts and books of
this Corporation, or any of them shall be open to the inspection of the
shareholders; and no shareholder shall have any right of inspection of any
account, book, or document of this Corporation, except as conferred by law or
By- Laws or by resolution of the shareholders.
The shareholders and directors shall have the power to hold meetings and keep
the books, documents and papers of this Corporation, except as conferred by law
or By-Laws or by resolution of the shareholders.
The shareholders and directors shall have the power to hold meetings and keep
the books, documents and papers of the Corporation outside of the State of
Nevada, at such places as may be from time to time designated by the By-Laws or
by resolution of the shareholders and directors, except as otherwise required by
the laws of Nevada.
It is the intention that the objects, purposes and powers specified in Article
III hereof shall, except where otherwise specified in Article III, be nowise
limited or restricted by reference to or inference from the terms of any other
clause or Article on this Certificate of Incorporation, but that the object,
purpose and powers specified in Article III and each of the clauses or Articles
of this Charter shall be regarded as independent objects, purposes, and powers.
ARTICLE X
After the formation of this Corporation, shareholder(s) and non- shareholders
alike shall be entitled to purchase and/or subscribe for shares of this
Corporation which may thereafter be offered for sale. No purchaser shall have
any rights greater than any other to purchase stock of this corporation and
shall not have any preemptive rights as that term is defined under NRS 78.265.
IN WITNESS WHEREOF, I, the undersigned constituting the sole incorporator and
intended shareholder, for the purpose of forming a corporation under the laws of
the State of Nevada, do make, file and record these Articles of Incorporation,
and do certify that the facts herein are true and I have accordingly hereunto
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set my hand this 6th day of November, 1998.
/s/ Harold D. Blethen
Harold D. Blethen
County of Sacramento )
) ss
State of California )
On this 6th day of November, 1998 before me, a Notary Public in and for said
County and State, personally appeared Harold D. Blethen known to me to be the
person whose name is subscribed to the foregoing instrument, who duly
acknowledged to me that he executed the same for the purpose therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal in said County
and State this 6th day of November, 1999.
By: /s/
Notary Public
