ARTICLES OF INCORPORATiON
OF
VanStar Films, Inc.
Pursuant to the provisions of the Nevada Private Corporations Act (Ch. 78,
NRS, as amended), the undersigned Corporation hereby adopts the following
Articles of Incorporation:
FIRST. The name of the Corporation is VanStar Films, Inc.
SECOND. OFFICE: Its principal office in the State of Nevada is located at
Suite 3, 251 JeanelI Drive, Carson City, Nevada 89703. The name and address of
its resident agent is Corporate Advisory Services, Inc., Suite 3, 251 Jeanell
Drive, Carson City, Nevada 89703.
THIRD. PURPOSE: The nature of the business, or objects or purposes proposed
to be transacted, promoted or carried on are:
To engage in any lawful activity and to manufacture, purchase or otherwise
acquire, invest in, own, mortgage, pledge, sell, assign and transfer or
otherwise dispose of, trade, deal in and deal with minerals, goods, wares and
merchandise and personal property of every class and description.
To hold, purchase and convey real and personal estate and mortgage or lease
any such real and personal estate with its franchises and to take the same by
devise or bequest.
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To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.
To acquire, hold, use, sell, assign, lease, grant licenses in respect of,
mortgage, or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trademarks and trade names, relating to,
or useful in connection with, works of art or any other business of this
Corporation.
To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or
otherwise dispose of the shares of the capital stock of, or any bonds,
securities or evidences of the indebtedness created by any other corporation or
corporations of this state, or any other state or government, and while owner of
such stock, bonds, securities or evidences of indebtedness, to exercise all the
rights, powers and privileges of ownership, including the right to vote, if any.
To borrow money and contract debts when necessary for the transaction of
its business, or for the exercise of its corporate rights, privileges or
franchises, or for any other lawful purpose of its incorporation; to issue
bonds, promissory notes, bills of exchange, debentures, and other obligations
and evidences of indebtedness, payable at specified time or times, or payable
upon the happening of a specified event or events, whether secured by mortgage,
pledge, or otherwise, or unsecured, for money borrowed, or in payment for
property purchased, or acquired, or for any other lawful objects.
To purchase, hold, sell and transfer shares of its own capital stock, and
use therefor its capital, capital surplus, surplus, or other property or funds;
provided it shall not use its funds or property for the purchase of its own
shares of capital stock when such use would cause any
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impairment of its capital; and provided further, that shares of its own capital
stock belonging to it shall not be voted upon, directly or indirectly, nor
counted as outstanding, for the purpose of computing any stockholders' quorum or
vote.
To conduct business, have one or more offices, and hold, purchase, mortgage
and convey real and personal property in this state, and in any of the several
states, territories, possessions and dependencies of the United States, the
District of Columbia, and in any foreign countries.
To do all and everything necessary and proper for the accomplishment of the
objects hereinbefore enumerated or necessary or incidental to the protection and
benefit of the corporation, and, in general, to carry on any lawful business
necessary or incidental to the attainment of the objects of the corporation,
whether or not such business is similar in nature to the objects hereinbefore
set forth.
The objects and purposes specified in the foregoing clauses shall, except
where otherwise expressed, be in no way limited or restricted by reference to or
inference from the terms of any other clause in these articles of incorporation
but shall be regarded as independent objects and purposes.
FOURTH, CAPITAL STOCK: The amount of the total authorized capital stock of
the corporation is SlXTY THOUSAND DOLLARS ($60,000) consisting of Fifty Million
(50,000,000) shares of one class of common stock of the par value of One Mill
($.001) each; and Ten Million (10,000,000) shares of preferred stock of the par
value of One Mill ($.001) each, to have such classes, series and preferences as
the Board of Directors may determine from time to time.
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Any and all capital stock issued by the Corporation will be issued in
either registered or bearer form, as may be directed by the Board of Directors
from time to time, and the fixed consideration for which has been paid and
delivered shall be deemed fully paid and not liable for any further call or
assessment thereon, and the holders of such stock shall not be liable for any
further assessments.
There shall be no preemptive rights in connection with the acquisition of
any capital stock of the Corporation.
FIFTH. DIRECTORS: The governing board of this Corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the by-laws of this
Corporation, provided that the number of directors shall not be reduced to less
than one (1).
The name and post office address of the first board of directors, which
shall be three (3) in number, is as follows:
NAME POST OFFICE ADDRESSES
Louis Tardif 3636 W. 18th Ave.
Vancouver, B.C.
V6S 1B2
Brad Danks 2105 - 1155 Homer Street
Vancouver, B.C.
V6B 5T5
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Grant Curran 1501 Jubilee Court
Vancouver, B.C.
V7G2H7
SIXTH. INCORPORATORS: The name and post office address of the incorporator
signing the articles of incorporation is as follows: David J. Wagner 8400 E.
Prentice Ave. Penthouse Suite Englewood, Colorado 80111
SEVENTH. TERM: The Corporation is to have perpetual existence.
EIGHTH. AUTHORIZATIONS: In furtherance and not in limitation of the powers
conferred by statute, the board of directors is expressly authorized:
Subject to the by-laws, to make, alter or amend the by-laws of the
Corporation.
To fix the amount to be reserved as working capital over and above its
capital stock paid in, to authorize and cause to be executed mortgages and liens
upon the real and personal property of this Corporation.
By resolution passed by a majority of the whole board, to designate one (1)
or more committees, each committee to consist of one (1) or more of the
directors of the Corporation, which, to the extent provided in the resolution or
in the by-laws of the Corporation, shall have and may exercise the powers of the
board of directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which
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may require it. Such committee or committees shall have such name or names as
may be stated in the by-laws of the Corporation or may be determined from time
to time by resolution adopted by the board of directors.
When and as authorized by the affirmative vote of stockholders holding
stock entitling them to exercise at least a majority of the voting power given
at a stockholders' meeting called for that purpose, or when authorized by the
written consent of the holders of at least a majority of the voting stock issued
and outstanding, the board of directors shall have power and authority at any
meeting to sell, lease or exchange all of the property and assets of the
Corporation, including its good will and its corporate franchises, upon such
terms and conditions as its board of directors deems expedient, and for the best
interest of the Corporation.
NINTH. MEETINGS: Meetings of stockholders may be held outside the State of
Nevada, if the by-laws provide. The books of the Corporation may be kept
(subject to any provision contained in the statues) outside the State of Nevada
at such place or places as may be designated from time to time by the board of
directors or in the by-laws of the Corporation.
TENTH. AMENDMENTS: This Corporation reserves the right to amend, alter,
change or repeal any provision contained in the articles of incorporation by
majority vote of the shareholders and in the manner now or hereafter prescribed
by statute, or by the articles of incorporation, and all rights conferred upon
stockholders herein are granted subject to this reservation.
ELEVENTH. VOTING: There shall be no cumulative voting permitted in any
shareholder election of the Corporation.
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TWELFTH. INDEMNIFICATION: The Corporation shall indemnify and hold harmless
the officers and directors of the Corporation from any and all liabilities or
claims to the fullest extent now, or hereafter from time to time, permitted
pursuant to the General Corporation Law of the State of Nevada.
I, THE UNDERSIGNED, being the incorporator hereinbefore named for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Nevada, do make and file these articles of incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have hereunto set my hand this 7th cay of July, 1997.
/s/ David J. Wagner
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DAVID J. WAGNER
STATE OF COLORADO
SS:
COUNTY OF ARAPAHOE
On this 7th day of July, 1997, before me, a Notary Public, personally
appeared DAVID J. WAGNER, who acknowledged that he executed the above
instrument.
[NOTARY SEAL] /S/ NOTARY PUBLIC
