ARTICLES OF INCORPORATION
OF
MOUNTAIN STATES CAPITAL INC.
(An Arizona Business Corporation*)
1. NAME.
The name of the Corporation is MOUNTAIN STATES CAPITAL INC.
2. PURPOSE.
The purpose for which this Corporation is organized is the transaction of
any or all lawful business for which corporations may be incorporated under the
laws of Arizona, as they may be amended from time to time.
3. INITIAL BUSINESS.
The Corporation initially intends to conduct the business of
REAL ESTATE AND GENERAL INVESTMENTS.
4. AUTHORIZED CAPITAL.
The Corporation shall have authority to issue 25,000,000 shares of Common
Stock.
5. KNOWN PLACE OF BUSINESS. (In Arizona)
The street address of the known place of business of the Corporation is:
10645 North Tatum
Suite 200-243
Phoenix, AZ 85025
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* Incorporated under and subject to Articles 1 through 17 of Title 10,
Arizona Revised Statutes, eff. 1/1/96.
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6. STATUTORY AGENT. (In Arizona)
The name and address of the statutory agent of the Corporation is:
Jay W. Flynn
1931 W. 2nd St.
Mesa, AZ 85201
7. BOARD OF DIRECTORS. (Minimum of one.)
The initial board of directors shall consist of 1 director(s). The name(s)
and address(es) of the person(s) who is(are) to serve as the director(s) until
the first annual meeting of shareholders or until his(her)(their) successor(s)
is(are) elected and qualifies is(are):
Mike Casey
3541 East 99th Lane
Thornton, CO 80229
The number of persons to serve on the board of directors thereafter shall
be fixed by the Bylaws.
8. OFFICERS.
The initial officer(s) of the Corporation who shall serve at the pleasure
of the board of directors is (are):
Mike Casey, President Mike Casey, Secretary
/s/ Mike Casey, (Title) x /s/ Mike Casey, (Title) x
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9. INCORPORATORS. (Minimum of one.)
The name(s) and address(es) of the incorporators is (are):
Mike Casey
3541 East 99th Lane
Thornton, CO 80229
All powers, duties and responsibilities of the incorporators shall cease at
the time of delivery of these Articles of Incorporation to the Arizona
Corporation Commission.
10. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS.
The Corporation shall indemnify any person who incurs expenses or
liabilities by reason of the fact he or she is or was an officer, director,
employee or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another Corporation,
partnership, joint venture, trust or other enterprise. This indemnification
shall be mandatory in all circumstances in which indemnification is permitted by
law.
11. LIMITATION OF LIABILITY.
To the fullest extent permitted by the Arizona Revised Statutes as the same
exists or may hereafter be amended, a director of the Corporation shall not be
liable to the Corporation or its stockholders for monetary damages for any
action taken or any failure to take any action as a director. No repeal,
amendment or modification of this article, whether direct or indirect, shall
eliminate or reduce its effect with respect to any act or omission of a director
of the Corporation occurring prior to such repeal, amendment or modification.
EXECUTED this 12th day of March, 1997 by all of the incorporators.
Signed:
/s/ Mike Casey
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Mike Casey
ACCEPTANCE OF APPOINTMENT BY STATUTORY AGENT
The undersigned hereby acknowledges and accepts the appointment as statutory
agent of the above-named corporation effective this 12th day of March, 1997.
Signed /s/ Jay W. Flynn
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Jay W. Flynn
