ONECAP
A Nevada Corporation
Exhibit 3 a.
Articles of Incorporation of the Company
Filed June 7, 1999
ARTICLES OF INCORPORATION
OF
OneCap
The undersigned natural person acting as incorporator
of a corporation (the "Corporation") under the provisions of
Chapter 78 of the Nevada Revised Statutes, adopts the
following Articles of Incorporation.
ARTICLE 1
NAME
The name of the Corporation is OneCap.
ARTICLE 2
INITIAL RESEDENT AGENT AND REGISTERED OFFICE
The name of the initial resident agent of the
Corporation, a corporate resident of the State of Nevada,
whose business address is 1700 Bank of America Plaza, 300
South Fourth Street, Las Vegas, Clark County, Nevada 89101
is LIONEL SAWYER & COLLINS, LTD.
ARTICLE 3
AUTHORIZED SHARES
The aggregate number of shares that the Corporation
shall have the authority to issue is 25,000 shares of stock
with no par value.
ARTICLE 4
DATA RESPECTING DIRECTORS
Section 4.01 Style of Governing Board. The members of
the governing board of the Corporation shall be styled
directors.
Section 4.02 Initial Board of Directors. The initial
Board of Directors shall consist of one (1) member.
Section 4.03 Name and Address. The name and address,
of the person who is to serve as director until the first
annual meeting of the stockholders, or until his successor
has been elected and qualified, is as follows:
Name Address
Steven D. 3111 S. Maryland
Molasky Parkway
Las Vegas, Nevada
89109
Section 4.04 Increase or Decrease of Directors. The
number of directors of the Corporation may be increased or
decreased from time to time as shall be provided in the
Bylaws of the Corporation.
ARTICLE 5
LIABILITY OF DIRECTORS A 11) OFIFICERS
No director or officer shall have any personal
liability to the Corporation or its stockholders for damages
for breach of fiduciary duty as a director or officer,
except that this Article 5 shall not eliminate or limit the
liability of a director or officer for (i) acts or omissions
which involve intentional misconduct, fraud or a knowing
violation of law, or (ii) the payment of distributions in
violation of Section 78.300 of the Nevada Revised Statutes.
Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective only,
and shall not adversely affect any limitation on the
personal liability of a director or officer of the
Corporation for acts or omissions prior to such repeal or
modification.
ARTICLE 6
ELECTION NOT TO BE GOVERNED BY CORPORATE COMBINATIONS
ACT
The Corporation hereby elects not to be governed by
Sections 78.411 to 78.444, inclusive, of the Nevada Revised
Statutes.
ARTICLE 7
DATA RESPECTING INCORPORATORS
The name and address of the incorporator of the
Corporation is as follows:
Name Address
Elaine Shaddock 300 South Fourth
Street, #1700
Las Vegas, Nevada 89101
EXECUTED this 6th day of June, 1999.
/s/Elaine Shaddock
STATE OF NEVADA
COUNTY OF CLARK
This instrument was acknowledged before me on May 6th,
1999 by Elaine Shaddock.
/s/ Jill Kristine Ruth
Notary Public
Appointment Number: 98-30871
My Commission Expires: 2/27/2002
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
OF
OneCap
The undersigned, being the President and Secretary of
OneCap., a Nevada corporation (the "Corporation"), do
hereby certify as follows:
1. That on Nov 1 1999, the Bond of Directors of
the Corporation, by unanimous consent, vote taken, adopted
and consented to the adoption of resolutions setting forth
proposed amendment to the Articles of Incorporation of the
Corporation, as hereinafter set forth, declaring the
advisability thereof, and calling a meeting of the
stockholders for the purpose of considering and voting upon
the proposed amendment.
2. Said resolution called for the following amendment
said Articles of Incorporation:
ARTICLE 3 thereof is amended to read in its
entirety:
ARTICLE 3
AUTHORIZED SHARES
Section 3.01. Authorized Shares, The aggregate number
of shares that the Corporation shall have authority to issue
is 20,000,000 shares of Common Stock with a par value of
$.001. and 5,000,000 shares of Preferred Stock with a par
value of $.001 per share.
Section 3.02. Rights and Restrictions of Preferred
Stock. The Preferred Stock may be made subject to redemption
at such time or times at such price or prices, and may be
issued in such series, with full or limited voting powers,
or without voting powers and with such d4esignations,
preferences, and relative, participating, optional or other
special rights, qualifications, limitations or restrictions
thereof as shall be stated and expressed in the resolution
or resolutions providing for the issue of such stock adopted
by the board of directors.
Without: limiting the foregoing:
(a) The holders of Preferred Stock or any class or series
thereof shall be entities to receive dividends at such
rates, on such conditions and at such times as shall be
expressed in the resolution or resolutions providing for the
issue of such stock adopted by the board of directors,
payable in preference to, or in such relation to, the
dividends payable on any other class or classes of stock,
and cumulative or noncumulative as shall be so expressed.
(h) The holders of the Preferred Stock or any class or
series thereof shall be entitled to such rights upon the
dissolution of, or upon any distribution of the assets of,
the corporation as shall be stated and expressed in the
resolution or resolutions providing for the issue of such
stock adopted by the board of directors.
(c) Any Preferred Stock or any class or series thereof,
if there are other classes or series, may be made
convertible into, or exchangeable for, shares of any other
class or classes or of any other series of the same or any
other class or classes of stock of the corporation at such
price or prices or at such raves of exchange and with such
adjustments as shall be stated and expressed in the
resolution or resolutions providing for the issue of such
stocks adopted by the board of directors.
Section 3.03 Assessment of Shares. The capital stock of
the Corporation after the amount of subscription price has
been paid, shall not be subject to pay the debts of the
Corporation, and no capital stock issued as fully paid up
shall ever be assessable or assessed.
THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK.
3. That on Nov 1 1999 the stockholders of
the Corporation, by written consent given pursuant to
Section 78.320 of the Nevada Revised Statutes, adopted and
consented to the adoption of a resolution setting forth the
proposed amendment to the Articles of Incorporation as
hereinabove set forth.
4. That the Articles of lncorporation of the
Corporation, are hereby amended as set forth above and the
undersigned make this certificate pursuant to Sections
78.385 and 78.390 of the Nevada Revised Statutes.
Dated this 1stday of November, 1999.
/s/
Vince Hesser, President
/s/
Steven D. Molasky, Secretary
