.
[STATE OF CALIFORNIA LOGO]
STATE OF CALIFORNIA
SECRETARY OF STATE
[Seal of the
Office of the
Secretary of State]
I, BILL JONES, Secretary of State of the State of California, hereby
certify:
That the attached transcript of 3 page(s) was prepared by and in this office
from the record on file, of which it purports to be a copy, and that it is full,
true and correct.
IN WITNESS WHEREOF, I execute this
certificate and affix the Great Seal of
the State of California this day of
MAY 05 2000
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/S/ BILL JONES
Secretary of State
[THE GREAT SEAL OF THE STATE OF CALIFORNIA]
Sec State Form CE 108 (rev 6 98)
<PAGE>
2057970
FILED
in the office of the Secretary of State
of the State of California
OCT - 9 1997
/s/ BILL JONES
BILL JONES, Secretary of State
ARTICLES OF INCORPORATION
OF
VIRTUAL STOCK MARKET, INC.
I
The name of this corporation is VIRTUAL STOCK MARKET, INC.
II
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
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.
III
The name and address in the State of California of this corporation's
initial agent for service of process is:
Mr. Michael Cratty
c/o Virtual Stock Market, Inc.
11755 Wilshire Boulevard, Suite 2440
Los Angeles, California 90025
IV
The corporation is authorized to issue two classes of shares. One class
of shares shall be designated as common stock, no par value, and the total
number of common shares which this corporation is authorized to issue is
20,000,000. The other class of shares shall be designated as preferred stock, no
par value, and the total number of preferred shares which this corporation is
auhorized to issue is 4,000,000. The holders of the preferred stock shall have
such rights, preferences and privileges as may be determined by the
corporation's Board of Directors prior to the issuance of such shares. The
preferred stock may be issued in such series as are designated by this
corporation's Board of Directors, and the Board of Directors may fix the number
of authorized shares of preferred stock for each series, and the rights,
preferences and privileges of each series of preferred stock.
V
The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
VI
The corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the Corporations Code) for breach of duty to the
corporation and its stockholders through bylaw provisions or through agreements
with the agents, or both, in excess of the indemnification othcrwise permitted
by Section 317 of thc Corporations Code, subject to the limits on such excess
indemnification set forth in Section 204 of the Corporations Code.
Dated: October 9, 1997
/s/ MICHAEL B. CRATTY
-----------------------------------
Michael Cratty
I hereby declare that I am the person who executed the foregoing
Articles of Incorporation, which execution is my act and deed.
/s/ MICHAEL B. CRATTY
-----------------------------------
Michael Cratty
<PAGE>
2057970 A0508562
FILED
in the office of the Secretary of State
of the State of California
MAY 15 1998
/s/ BILL JONES
BILL JONES, Secretary of State
CERTIFICATE OF AMENDMENT
OF THE ARTICLES OF INCORPORATION OF
VIRTUAL STOCK MARKET, INC.
The undersigned hereby certify that:
1. They are the president and secretary, respectively of Virtual Stock Market,
Inc., a California corporation.
2. Article IV of the Articles of Incorporation of this corporation is amended
in its entirety to read as follows:
(a) This corporation is authorized to issue two classes of shares
designated respectively as "Common Stock" and "Preferrcd Stock." This
corporation is authorized to issue twenty million shares of Common
Stock and four million shares of Preferred Stock.
(b) The Preferred Stock may be divided into such number of series as the
board of directors may determine. The board of directors is authorized
to determine and alter the rights, preferences, privileges, and
restrictions granted to or imposed upon any wholly unissued series of
Preferred Stock, and to fix the number of shares and the designation
of any series of Preferred Stock. The board of directors may, within
the limits stated in any resolution or series, increase or decrease
(but not below the number of shares of such series then outstanding)
the number of shares of any series subsequent to the issue of shares
of that series.
3. The foregoing amendment has been duly approved by the Board of Directors.
4. The foregoing amendment of the Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section
902 and 903 of the California Corporations Code. The total number of
outstanding shares of the corporation is 9,000,000 shares of Common Stock
and 687,000 shares of Series A Preferred Stock. The number of shares voting
in favor of the amendment equalled or exceeded the vote required. The
percentage vote required was more than 50% of the oustanding shares of each
class of stock and more than 50% of the outstanding shares.
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: February 23, 1998
/s/ MICHAEL B CRATTY
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Michael Cratty, President
/s/ MICHAEL B. CRATTY
-----------------------------------
Michael Cratty, Secretary
