<PAGE>
SECRETARY OF STATE
[NEVADA STATE SEAL]
STATE OF NEVADA
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that KAZARI INTERNATIONAL, INC. did on JANUARY 8, 1998 file in
this office the original Articles of Incorporation; that said Articles are
now on file and of record in the office of the Secretary of State of the
State of Nevade, and further, that said Articles contain all the provisions
required by the law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed the Great Seal of State, at my office,
in Carson City, Nevada, on January 8, 1998.
/s/ Dean Heller
[SEAL]
Secretary of State
By /s/ Illegible
Certification Clerk
<PAGE>
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
ARTICLES OF INCORPORATION
JAN 08 1998
OF
NO. C-353-98
--------------- KAZARI INTERNATIONAL, INC.
/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE
I, the person hereinafter named as incorporator, for the purpose of
associating to establish a corporation under the provisions and subject to
the requirements of Title 7, Chapter 78 of Nevada Revised Statutes, and the
acts amendatory thereof, and hereinafter sometimes referred to as the General
Corporation Law of the State of Nevada, do hereby adopt and make the
following Articles of Incorporation:
ARTICLE I.
NAME
The name of this corporation is Kazari International, Inc.
ARTICLE II.
AGENT FOR SERVICE OF PROCESS
The name of this corporation's initial agent in the State of Nevada for
service of process is CSC Services of Nevada, Inc. The address of the agent
is 502 East John Street, Carson City, Nevada 89706.
ARTICLE III.
STOCK
The corporation is authorized to issue only one class of shares of
stock, to be known as "common stock." The total number of shares that the
corporation is authorized to issue is Forty Million (40,000,000), all of
which are of a par value of $.001 each.
ARTICLE IV.
DIRECTORS
The governing board of the corporation shall be styled as a "Board of
Directors," and any member of the Board shall be styled as a "Director."
<PAGE>
The number of members constituting the first Board of Directors of the
corporation is two (2). The names and post office boxes or street addresses,
either residence or business, of said members are as follows:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
T.F. Fred Tham 1304 Pik Hoi House
Choi Hung Estate
Kowloon, Hong Kong
Terry Woo 745 E. 50th Ave.
Vancouver, B.C.
Canada V5X 1B4
</TABLE>
The number of directors of the corporation may be increased or decreased
in the manner provided in the Bylaws of the corporation; provided, that the
number of directors shall never be less than one. In the interim between
elections of directors by stockholders entitled to vote, all vacancies,
including vacancies caused by an increase in the number of directors and
including vacancies resulting from the removal of directors by the
stockholders entitled to vote which are not filled by said stockholders, may
be filled by the remaining directors, though less than a quorum.
ARTICLE V.
LIMITATION OF DIRECTOR LIABILITY
The personal liability of the directors of the corporation is hereby
eliminated to the fullest extent permissible under the General Corporation
Law of the State of Nevada, as the same may be amended and supplemented.
ARTICLE VI.
INDEMNIFICATION
The corporation shall, to the fullest extent permitted by the General
Corporation Law of the State of Nevada, as the same may be amended and
supplemented (the "Law"), indemnify any and all persons whom it shall have
power to indemnify under the Law from and against any and all of the
expenses, liabilities, or other matters referred to in or covered by the Law.
The indemnification provided for herein shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any Bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both
as to action in his or her official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee, or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person,
-2-
<PAGE>
[LETTERHEAD]
CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY
RESIDENT AGENT
In the matter of
KAZARI INTERNATIONAL, INC.
------------------------------------------------------------------------------
Name of Corporation
I, CSC SERVICES OF NEVADA, INC. with address at Suite F
---------------------------- ------------------------,
Name of Resident Agent
Street 502 E JOHN ST
----------------------------------------------------------------------,
City of CARSON CITY, State of Nevada, Zip Code 89706
------------- ------------------------------,
hereby accept appointment as resident agent of the above-named corporation in
accordance with NRS 78.090.
(mailing address if different: )
------------------------------------------------
JAN 8 1998 BY: /s/ [Illegible]
-------------- -- ------------------------------------------------------
Signature of Resident Agent
NRS 78.090. Except during any period of vacancy described in NRS 78.097,
every corporation must have a resident agent, who may be either a natural
person or a corporation, resident, or located in this state. Every resident
agent must have a street address, where he maintains an office for the
service of process, and may have a separate mailing address such as a Post
Office Box, which may be different from the street address. The address of the
resident agent is the registered office of the corporation in this state. The
resident agent may be any bank or banking corporation or other corporation
located and doing business in this state. The Certificate of Acceptance must
be filed at the time of the initial filing of the corporate papers.
<PAGE>
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION
OF
KAZARI INTERNATIONAL, INC.
Pursuant to the provisions of Nevada Revised Statutes, Title 7, Chapter
78, it is hereby certified that:
FIRST: The name of the Corporation is Kazari International, Inc.
SECOND: The Board of Directors of the corporation duly adopted the
following resolutions on March 23, 1999:
"RESOLVED FURTHER that Article 1 of the Articles of Incorporation of the
Corporation be amended to read in full as follows:
Article I. NAME The name of this corporation is e-Auction Global
Trading Inc."
THIRD: The total number of outstanding shares having voting power of
the corporation is 39,820,000 and the total number of votes entitled to be
cast by the holders of all of said outstanding shares is 39,820,000.
FOURTH: The holders of at least a majority of the aforesaid total
number of outstanding shares having voting power, to wit, 34,500,000 shares,
dispensed with the holding of a meeting of stockholders and adopted the
amendment herein certified by a consent in writing signed by such majority in
accordance with the provisions of Nevada Revised Statutes, Title 7, Section
78.320.
IN WITNESS WHEREOF the undersigned President and Secretary of Kazari
International, Inc. have executed this certificate on this 24 day of March,
1999.
/s/ Shane Maine
------------------------------------
SHANE MAINE, President
/s/ Michael Gilley
------------------------------------
MICHAEL GILLEY, Secretary
<PAGE>
City of Toronto )
) ss
Province of Ontario )
On April 1, 1999 before me, the undersigned a notary public personally
appeared Shane Maine, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s) or the entity upon behalf of
which the person(s) acted, executed the instrument.
WITNESS my hand and official seal,
/s/ Alex Moore
------------------------------------
Name of Notary Public
Notary Expiration Date: N/A [SEAL]
------------
* * * * *
City of Vancouver )
) ss
Province of British Columbia )
On March 24, 1999 before me, the undersigned a notary public personally
appeared Michael Gilley, personally known to me (or proved to me on the basis
of satisfactory evidence) to be the person whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s) or the entity upon behalf of
which the person(s) acted, executed the instrument.
WITNESS my hand and official seal,
/s/ Joel A. Guralnick
------------------------------------
Name of Notary Public
Notary Expiration Date: N/A [SEAL]
-------------
-2-
<PAGE>
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION
OF
KAZARI INTERNATIONAL, INC.
Pursuant to the provisions of Nevada Revised Statutes. Title 7, Chapter
78, it is hereby certified that:
FIRST: The name of the Corporation is Kazari International, Inc.
SECOND: The Board of Directors of the corporation duly adopted the
following resolutions on March 23, 1999;
"RESOLVED FURTHER that Article 1 of the Articles of Incorporation of the
Corporation be amended to read in full as follows:
Article 1. NAME The name of the corporation is "Auction Global
Trading, Inc."
THIRD: The total number of outstanding shares having voting power of
the corporation is 39,820,000 and the total number of votes entitled to be
cast by the holders of all of said outstanding shares is 39,820,000.
FOURTH: The holders of at least a majority of the aforesaid total
number of outstanding shares having voting power, to wit, 34,500,000 shares,
dispensed with the holding of a meeting of stockholders and adopted the
amendment herein certified by a consent in writing signed by such majority
in accordance with the provisions of Nevada Revised Statutes, Title 7,
Section 78.32D.
IN WITNESS WHEREOF the undersigned President and Secretary of Kazari
International, Inc. have executed this certificate on this 24 day of March
1999.
/s/ Shane Maine
--------------------------
SHANE MAINE, President
/s/ Michael Gilley
--------------------------
MICHAEL GILLEY, Secretary
<PAGE>
City of Toronto )
) ss
Province of Ontario )
On April 1, 1999 before me, the undersigned a notary public personally
appeared Shane Maine personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the
name in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s) or the entity upon behalf of
which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
[ILLEGIBLE]
------------------------
Name of Notary Public
Notary Expiration Date: N/A [SEAL]
* * * * *
City of Vancouver )
) ss
Province of British Columbia )
On March 24, 1999 before me, the undersigned a notary public personally
appeared Michael Gilley personally known to me (or proved to me on the basis
of satisfactory evidence) to be the person whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the
name in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s) or the entity upon behalf of
which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
[ILLEGIBLE]
------------------------ [STAMP]
Name of Notary Public
Notary Expiration Date: N/A [SEAL]
-2-
<PAGE>
OFFICERS' CERTIFICATE OF KAZARI INTERNATIONAL, INC.
We, the undersigned President and Secretary of Kazari International,
Inc., a Nevada [ILLEGIBLE] (the "Company"), in accordance with Sections
78.207 and 78.209 of the Nevada General Corporation Law, do hereby certify:
(1) that the Board of Directors of the Company has authorized the
cancellation of the reverse split of all of its issued and
outstanding shares of Common Stock of the Company (the "Common Stock")
that took effect on January 29, 1999 (the "Reverse Split") pursuant to
that certain Officers' Certificate of the Company that was filed with
the Secretary of State of Nevada on January 22, 1999;
(2) that the Board of Directors has authorized an increase in the number
of authorized shares of Common Stock of the Company from 40,000,000
shares of Common Stock to 250,000,000 shares of Common Stock; and
(3) as follows:
(a) that the number of authorized shares of the Company prior to the
Reverse Split was 40,000,000 shares of Common Stock, par value
$0.001;
(b) that effective as of the Reverse Split, the number of authorized
shares of the Company remained at 40,000,000 shares of Common
Stock, par value $0.001;
(c) that there were no exchanges of stock certificates in accordance
with the Reverse Split whereby for every two (2) existing issued
and outstanding shares of Common Stock held, the holder was to
receive one (1) share of new Common Stock, par value $0.001 per
share; and
(d) that effective as of the filing of this Officers' Certificate,
the number of authorized shares of the Company shall increase from
40,000,000 shares of Common Stock, par value of $0.001 to
250,000,000 shares of Common Stock, par value of $0.001.
IN WITNESS WHEREOF, we have executed this Officers' Certificate on this
24 day of March, 1999.
/s/ Shane Maine
------------------------------------
SHANE MAINE
President
/s/ Michael Gilley
------------------------------------
MICHAEL GILLEY
Secretary
<PAGE>
City of Toronto )
) as
Province of Ontario )
On April 1, 1999 before me, the undersigned a notary public in and for said
county and state, personally appeared Shane Maine, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.
WITNESS My hand and Official Seal
/s/ John Alexander Moore
-------------------------------------
John Alexander Moore
-------------------------------------
Printed Name of Notary Public
My Commission Expires N/A [SEAL]
------------
------------------------------------------------------------------------------
City of Vancouver )
) as
Province of British Columbia )
On March 29, 1999 before me, the undersigned a notary public in and for said
county and state, personally appeared Michael Gilley, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.
WITNESS My hand and Official Seal
/s/ Joel A. [ILLEGIBLE]
-------------------------------------
Joel A. [ILLEGIBLE]
-------------------------------------
Printed Name of Notary Public
My Commission Expires N/A [SEAL]
------------
