CARMINA TECHNOLOGIES INC
10SB12G/A, EX-21, 2000-07-21
COMPUTER PROGRAMMING SERVICES
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                       CORPORATE ACCESS NUMBER: 208299602


                                    ALBERTA


                           BUSINESS CORPORATIONS ACT


                                  CERTIFICATE

                                       OF

                                 INCORPORATION


                             RHONDA NETWORKDS INC.
                   WAS INCORPORATED IN ALBERTA ON 1999/04/07.



                                             [SEAL OF REGISTRAR OF CORPORATIONS]

<PAGE>


                            Articles of Incorporation
                                       For
                              RHONDA NETWORKS INC.

Classes of Shares:                          SEE SCHEDULE "A" ATTACHED
Number of Directors:
Maximum Number of Directors:                5
Minimum Number of Directors:                2
Restriction on Business To:                 NO RESTRICTIONS
Restrictions on Business From:              NO RESTRICTIONS
Restrictions on Share Transfers:            SEE SCHEDULE "B" ATTACHED
Other Rules or Provisions:                  N/A

<PAGE>


                           THIS IS SCHEDULE "A" TO THE
                            ARTICLES OF INCORPORATION
                               RHOND NETWORKS INC.


The shares which the Corporation is authorized to issue are:

     (a)  an  unlimited  number  of  Common  Shares,  the  holders  of which are
          entitled:

          (i)  to receive  notice of and to attend and vote at all  meetings  of
               shareholders,   except  meetings  at  which  only  holders  of  a
               specified  class of shares  other than this class are entitled to
               vote; and

          (ii) to receive any dividend  declared by th Corporation on this class
               of  shares;  and

          (iii)subject  to the  rights,  privileges  and  restrictions  normally
               attached  to  common  shares;  and

     (b)  an  unlimited  number of  Preferred  Shares  which,  as a class,  have
          attached thereto the following:

          (i)  The  Preferred  Shares  may from time to time be issued in one or
               more series,  and the  Directors may fix from time to time before
               such issue the number of  Preferred  Shares  which is to comprise
               each series and the designation, rights, privileges, restrictions
               and  conditions  attaching  to each  series of  Preferred  Shares
               including,  without limiting the generality of the foregoing, any
               voting  rights,  the rate or amount of dividends or the method of
               calculating  dividends,  the dates of payment thereof,  the terms
               and   conditions   of   redemption,   retraction,   purchase  and
               conversion,  if any,  and any sinking  fund or other  provisions.

          (ii) The Preferred  Shares of each series  shall,  with respect to the
               payment of dividends and the  distribution of assets or return of
               capital in the event of liquidation, dissolution or winding-up of
               the Corporation,  whether voluntary or involuntary,  or any other
               return  of  capital  or   distribution   of  the  assets  of  the
               Corporation  among its shareholders for the purpose of winding up
               its affairs,  be entitled to preference over the Common Shares of
               the  Corporation  ranking by their terms junior to the  Preferred
               Shares of that  series.  The  Preferred  Shares of any series may
               also be given such other preferences, not inconsistent with these
               Articles,  over the  Common  Shares  and any other  shares of the
               Corporation  ranking  by their  terms  junior  to such  Preferred
               Shares as may be fixed in  accordance  with  clause  (b)(i);  and

          (iii)if any cumulative  dividends or amounts  payable on the return of
               capital in respect of a series of  Preferred  Shares are not paid
               in full, all series of Preferred Shares shall participate ratably
               in respect of accumulated dividends and return of capital; and


                           THIS IS SCHEDULE "B" TO THE
                            ARTICLES OF INCORPORATION
                              RHONDA NETWORKS INC.
<PAGE>


The  number  of  shareholders  for the time  being of the  Corporation  shall be
limited to fifty (50) or less (exclusive of persons who are in the employment of
the  Corporation or that of an affiliate,  and persons who, having been formerly
in the  employment of the  Corporation or that of an affiliate,  were,  while in
such employment and have continued after the termination of such employment,  to
be shareholders of the Corporation) provided that where two or more persons hold
one or more shares in the Corporation jointly, they shall be treated as a single
shareholder.

No  invitation  shall  be made  to the  public  to  subscribe  for  any  shares,
debentures or securities (as the term  "securities" is defined by the Securities
Act (Alberta) or any successor legislation of the Corporation.
<PAGE>


Incorporate Alberta Corporation - Registration Statement

Service Request Number:                          1159144
Alberta Corporation Type:                        Named Alberta Corporation
Legal Entity Name:                               RHONDA NETWORKS INC.
French Equivalent Name:
Nuans Report Number:                             64115845
Nuans Report Date:                               1999/05/06
French Name Nuans Report Number:
French Name Nuans Report Date:
REGISTERED ADDRESS
Street:                                          810, 540 5th AVENUE, S.W.
Legal Description:
City:                                            CALGARY
Province:                                        ALBERTA
Postal Code:                                     T2P 0M2
RECORDS ADDRESS
Street:                                          810, 540 5th AVENUE, S.W.
Legal Description:
City:                                            CALGARY
Province:                                        ALBERTA
Postal Code:                                     T2P 0M2
ADDRESS FOR SERVICE BY MAIL
Post Office Box:
City:
Province:
Postal Code:
Internet Mail ID:
Classes Of Shares and any
Maximum Number (within each class):              SEE SCHEDULE "A" ATTACHED
Restrictions On Share Transfers:                 SEE SCHEDULE "B" ATTACHED
Minimum Number Of Directors:                     2
Maximum Number of Directors:                     5
Restrictions On Business To:                     NO RESTRICTIONS
Restrictions On Business From:                   NO RESTRICTIONS
Other Provisions:                                N/A
Professional Endorsement Provided:
Directors Issue Shares In Series:
Future Dating Required:
Registration Date:                               1999/05/07



<PAGE>


Directors

Last Name:                          ALSTON
First Name:                         JOHN
Middle Name:                                MILLWARD
Street/Box Number:                  23 CAMBRIDGE PLACE N.W.
City:                               CALGARY
Province:                           ALBERTA
Postal Code:                        T2K 1P8
Country:                            CANADA
Appointment Date:                   1999/05/07
Resident Canadian:                  Y
Status:                             Active

Last Name:                          ALSTON
First Name:                         Glen
Middle Name:                                Robert
Street/Box Number:                  604 MACEWAN DRIVE N.W.
City:                               CALGARY
Province:                           ALBERTA
Postal Code:                        T3K 3T9
Country:                            CANADA
Appointment Date:                   1999/05/07
Resident Canadian:                  Y
Status:                             Active

Attachments

Attachment Type                       Microfilm Bar Code     Date Recorded
---------------                       ------------------     -------------
Share Capital                              ELECTRONIC          1999/05/07
Restrictions on Share Transfers            ELECTRONIC          1999/05/07




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