Articles of Incorporation
of
Carpet-on-the-Go, Inc.
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, for the purpose of association to
establish a corporation for the transaction of business and the
promotion and conduct of the objects and purposes hereinafter
stated, under the provisions of and subject to the requirements
of the laws of the State of Nevada, do make, record and file
these Articles of Incorporation in writing.
AND WE DO HEREBY CERTIFY:
ARTICLE ONE: The name of this Corporation is:
Carpet-on-the-Go, Inc.
Article Two: The principal office in the State of Nevada is to
be located at:
2980 S. Rainbow Blvd. #200-C, Las Vegas, NV 89146
The Resident agent for this Corporation shall be:
J. E. Dhonau, 2980 S. Rainbow Blvd. #200-C, Las Vegas, NV
89146.
This Corporation may also maintain an office or offices at
such other places within or outside the State of Nevada, as it
may from time to time determine. Corporate business of every
kind and nature may be conducted, and meetings of directors
and stockholders held outside the State of Nevada, the same as
in the State of Nevada.
Article Three: This Corporation may engage in any lawful
activity.
Article Four: This Corporation is authorized to issue only one
class of shares of stock, the total number of which is 25,000,000
shares, each with par value of $0.001. Such stock may be issued
by this Corporation from time to time by the Board of Directors
thereof. The shares of stock shall be designated "Common Stock"
and the holders thereof shall be entitled to one (1) vote for
each share held by them.
Article Five: No Director or Officer of this Corporation shall
be liable to this Corporation or its stockholders for any breach
of fiduciary duty as Officer or Director of this Corporation.
This provision shall not affect liability for acts or omissions
which involve intentional misconduct, fraud, a knowing violation
or law, or the payment of dividends in violation of NRS 78.300.
All expenses incurred by Officers or Directors in defending a
civil or criminal action, suit, or proceeding, must be paid by
this Corporation as they are incurred in advance of a final
disposition of the action, suit or proceeding, upon receipt of
an undertaking by or on behalf of a Director or Officer to
repay the amount if it is ultimately determined by a court of
competent jurisdiction, that he or she did not act in good
faith, and in the manner he or she reasonably believed to be
or not opposed to the best interests of this Corporation.
The members of the governing Board shall be styled Directors,
and the number of Directors shall not be less than one (1)
pursuant to the terms of NRS 78.115. The names and addresses
of the first Board of Directors, which shall consist of one
(1) member is:
J. E. Dhonau 2980 S. Rainbow Blvd.
#200-C, Las Vegas, NV
89146
The number of Directors of this Corporation may from time to
time be increased or decreased as set forth hereinabove by an
amendment to the By-Laws in that regard, and without the
necessity of amending these Articles of Incorporation.
The name and address of the incorporator is:
J. E. Dhonau 2980 S. Rainbow Blvd.
#200-C, Las Vegas, NV
89146
Article Six: The capital stock of this Corporation, after the
amount of the subscription price has been paid in cash or in
kind, shall be and remain non-assessable and shall not be subject
to assessment to pay debts of this Corporation.
Article Seven: This Corporation shall have perpetual existence.
Article Eight: No holder of any shares of this Corporation
shall have any preemptive right to purchase, subscribe for, or
otherwise acquire any shares of this Corporation of any class now
or hereafter authorized, or any securities exchangeable for or
convertible into such shares, or warrants or other instruments
evidencing rights or options to subscribe for, purchase or
otherwise acquire such shares.
Article Nine: This Corporation shall not be governed by the
provisions of NRS 78.411 to 78.444, inclusive.
Executed this 10th day of April, 2000.
/s/ J. E. Dhonau, Incorporator
State of Nevada }
} ss.
County of Clark }
On this 10th day of April, 2000, personally appeared before me, a
Notary Public in and for said County and State, J. E. Dhonau,
known to me personally, having been first duly sworn, deposes and
says that he is the incorporator named in the foregoing Articles
of Incorporation, and that he executed the same, and that the
statements contained therein are true as he verily believes, and
that he executed the instrument freely and voluntarily for the
uses and purposes therein mentioned.
Witness my hand and official seal.
Notary Public
CERTIFICATE OF ACCEPTANCE OF
APPOINTMENT AS RESIDENT AGENT
In the matter of Carpet-on-the-Go, Inc., I hereby certify
that on the 10th day of April, 2000, I accepted the appointment
as Resident Agent of the above-entitled corporation in accordance
with NRS 78.090.
IN WITNESS WHEREOF, I have hereunto set my hand this 10th day
of April, 2000.
/s/ J. E. Dhonau
