ARTICLES OF INCORPORATION
FOR
STRATEGIC PARTNERS, INC.
THE UNDERSIGNED person, acting as incorporators under
applicable provisions of the Wyoming Business Corporation Act, does hereby
adopt the following Articles of Incorporation for said corporation.
ARTICLE I
NAME
The name of the corporation is STRATEGIC PARTNERS, INC.
ARTICLE II
DURATION
The duration of the corporation is perpetual.
ARTICLE III
PURPOSES
The specific purpose for which the corporation is organized is
to conduct financial activities in the general marketplace and consulting
services in assisting private companies to gain access to the equity markets,
in addition to all other business conduct of whatever nature and description.
(a) To engage in any and all activities as may be
reasonably related to the foregoing and following purposes.
(b) To enter into leases, contracts and agreements, to open
bank accounts and to conduct financial transactions.
(c) To engage in any all other lawful purposes, activities
and pursuits, which are substantially similar to the foregoing, or which would
contribute to accomplishment of the expressed purposes of the corporation.
(d) To change its primary business purpose from time to
time as may be deemed advisable by the Board of Directors.
(e) To engage in any other lawful business authorized by
the laws of Wyoming or any other state or other jurisdiction in which the
corporation may be authorized to do business.
ARTICLE IV
CAPITAL
The corporation shall have authority to issue Ten Million
(10,000,000) common shares, one mil (.001) par value. There shall be only one
class of authorized shares, to wit: common voting stock. The common stock
shall have unlimited voting rights provided in the Wyoming Business
Corporation Act.
None of the shares of the corporation shall carry with them
the pre-emptive right to acquire additional or other shares of the
corporation. There shall be no cumulative voting of shares.
ARTICLE V
INDEMNIFICATION AND NUMBER OF DIRECTORS
No shareholders or directors of the corporation shall be
individually liable for the debts of the corporation or for monetary damages
arising from the conduct of the corporation. The corporation shall consist of
no less than two (2) officers and directors and no more than nine (9)
officers and directors.
ARTICLE VI
BY-LAWS
Provisions for the regulation of the internal affairs of the
corporation not provided for in these Articles of Incorporation shall be set
forth in the By-Laws.
ARTICLE VII
RESIDENT OFFICE AND AGENT
The address of the corporation's initial resident office
shall be 2123 Pioneer Ave. Cheyenne, Wyoming 82001. The corporation's initial
registered agent at such address shall be National Corporate Research, Ltd.
I hereby acknowledge and accept appointment as corporation
registered agent:
National Corporate Research, Ltd.
By: /s/ Tricia Yawata
ARTICLE VIII
INCORPORATORS
The identity and address of the incorporators are:
Frank J. Weinstock (President)
3525 Sunset Lane
Hollywood Beach, CA. 93035
David G. Lilly (Secy/Treas)
8833 Sunset Blvd., Ste. 200
West Hollywood, CA 90069
The aforesaid incorporators shall be the initial
Directors of the corporation and shall act as such until the corporation shall
have conducted its organizational meeting or until one or more successors
shall have been elected and accepted their election as directors of the
corporation.
/s/ Frank J. Weinstock
_________________________
Frank J. Weinstock, Pres.
/s/ David G. Lilly
__________________________
David G. Lilly, Secy/Treas
IN WITNESS WHEREOF, Frank J. Weinstock and David G. Lilly
have executed these Articles of Incorporation in duplicate this 25th day of
Sept., 1998 and say
That we are the incorporators herein; that we have read the
above and foregoing Articles of Incorporation; that I know the contents
thereof and that the same is true to the best of our knowledge and belief,
excepting as to matters herein alleged on information and belief,
and as to those matters we believe them to be true.
/s/ Frank J. Weinstock
___________________________
Frank J. Weinstock, Pres.
/s/ David G. Lilly
___________________________
David G. Lilly, Secy/Treas
