PLAYANDWIN INC
10SB12G/A, EX-3.1, 2000-05-31
NON-OPERATING ESTABLISHMENTS
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                    ARTICLES OF INCORPORATION
                               of
                  Cambridge Funding Group, Inc.
Know all men by these present;
That  the  undersigned,  have  this  day  voluntarily  associated
ourselves together for the purpose of forming a corporation under
and pursuant to the provisions of Nevada Revised Statutes 78.010.
to  Nevada  Revised Statutes 78.090 inclusive,  as  amended,  and
certify that;
1.    The name of this corporation is:
                  Cambridge Funding Group, Inc.
2.   Offices  for  the  transaction  of  any  business   of   the
     Corporation, and where meetings of the Board of Directors and
of
     Stockholders may be held, may be established and maintained
in
     any  part  of  the State of Nevada, or in any  other  state,
     territory, or possession of the United States.
3.   The nature of the business is to engage in any lawful
activity.
4.   The Capital Stock shall consist of 50,000,000 shares of
common stock, $0.001 par value.
5.   The members of the governing board of the corporation shall
be styled directors, of which there shall be no less than 1. The
Directors of this corporation need not be stockholders. The first
Board of Directors is:  Raymond Girard, whose address is 1700 E.
Desert Inn Road, Suite 100, Las Vegas, NV 89109.
6.   This corporation shall have perpetual existence.
7.   The name and address of each of the incorporators signing
these Articles of Incorporation are as follows:  Raymond M.
Girard, 1700 E. Desert Inn Road, Suite 100, Las Vegas, NV 89109.
8.   This Corporation shall have a president, a secretary, a
treasurer, and resident agent, to be chosen by the Board of
Directors, any person may hold two or more offices.
9.   The resident agent of the Corporation shall be Raymond M.
Girard, 1700 E. Desert Inn Road, Suite 100, Las Vegas, NV 89109.
10.  The Capital Stock of the corporation, after the fixed
consideration thereof has been paid or performed, shall not be
subjected to assessment, and the individual liable for the debts
and liabilities of the Corporation, and the Articles of
Incorporation shall never be amended as the aforesaid provisions.
11.  No director or officer of the corporation shall be
personally liable to the corporation of 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 or officer for
acts or omissions which involve intentional misconduct, fraud or
a knowing violation of law, or the payment of dividends in
violation of Section 78.300 of the Nevada Revised Statutes. Any
repeal or modification of this Article of 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.
I, the undersigned, being the incorporator herein above named for
the  purpose  of forming an 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 within stated are true, and accordingly have  hereunto
set my hand this 5 day of June 1995.
                                   /s/ Raymond M. Girard
                                   Raymond M Girard
                                   1700 E. Desert Inn Road, Suite
                                   100
                                   Las Vegas, NV 89109



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