<Stamped:
FILED # C14318
MAY 22 2000
IN THE OFFICE OF
/S/DEAN HELLER
DEAN HELLER SECRETARY OF STATE>
ARTICLES OF INCORPORATION
OF
GALAXY SPECIALTIES, INC.
The undersigned, natural person of eighteen years or more of age, acting
as incorporator of a Corporation (the "Corporation") under the Nevada Revised
Statutes, adopts the following Articles of Incorporation for the Corporation:
ARTICLE I
NAME OF CORPORATION
The name of the Corporation is Galaxy Specialties, Inc.
ARTICLE II
SHARES
The amount of the total authorized capital stock of the Corporation is
20,000,000 shares of common stock, par value $.001 per share. Each share of
common stock shall have one (1) vote. Such stock may be issued from time to
time without any action by the stockholders for such consideration as may be
fixed from time to time by the Board of Directors, and shares so issued, the
full consideration for which has been paid or delivered, shall be deemed the
full paid up stock, and the holder of such shares shall not be liable for any
further payment thereof. Said stock shall not be subject to assessment to pay
the debts of the Corporation, and no paid-up stock and no stock issued as
fully paid, shall ever be assessed or assessable by the Corporation.
The Corporation is authorized to issue 20,000,000 shares of common
stock, par value $.001 per share.
ARTICLE III
REGISTERED OFFICE AND AGENT
The address of the initial registered office of the Corporation is 1495
Ridgeview Dr., Suite 220, Reno, Nevada 89509 and the name of its initial
registered agent at such address is Michael J. Morrison.
ARTICLE IV
INCORPORATOR
The name and address of the incorporator is:
NAME ADDRESS
Anita Patterson 525 South 300 East
Salt Lake City, Utah 84111
<PAGE>
ARTICLE V
DIRECTORS
The members of the governing board of the 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 bylaws of the
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 two in number, are as follows:
NAME ADDRESS
Jeanne Ball 525 South 300 East
Salt Lake City, Utah 84111
April Marino 525 South 300 East
Salt Lake City, Utah 84111
ARTICLE VI
GENERAL
A. The board of directors shall have the power and authority to make
and alter, or amend, the bylaws, to fix the amount in cash or otherwise, to be
reserved as working capital, and to authorize and cause to be executed the
mortgages and liens upon the property and franchises of the Corporation.
B. The board of directors shall, from time to time, determine whether,
and to what extent, and at which times and places, and under what conditions
and regulations, the accounts and books of this Corporation, or any of them,
shall be open to the inspection of the stockholders; and no stockholder shall
have the right to inspect any account, book or document of this Corporation
except as conferred by the Statutes of Nevada, or authorized by the directors
or any resolution of the stockholders.
C. No sale, conveyance, transfer, exchange or other disposition of all
or substantially all of the property and assets of this Corporation shall be
made unless approved by the vote or written consent of the stockholders
entitled to exercise two-thirds (2/3) of the voting power of the Corporation.
D. The stockholders and directors shall have the power to hold their
meetings, and keep the books, documents and papers of the Corporation outside
of the State of Nevada, and at such place as may from time to time be
designated by the bylaws or by resolution of the board of directors or
stockholders, except as otherwise required by the laws of the State of Nevada.
E. The Corporation shall indemnify each present and future officer and
director of the Corporation and each person who serves at the request of the
Corporation as an officer or director of the Corporation, whether or not such
person is also an officer or director of the Corporation, against all costs,
expenses and liabilities, including the amounts of judgments, amounts paid in
compromise settlements and amounts paid for services of counsel and other
related expenses, which
<PAGE>
may be incurred by or imposed on him in connection with any claim, action,
suit, proceeding, investigation or inquiry hereafter made, instituted or
threatened in which he may be involved as a party or otherwise by reason of
any past or future action taken or authorized and approved by him or any
omission to act as such officer or director, at the time of the incurring or
imposition of such costs, expenses, or liabilities, except such costs,
expenses or liabilities as shall relate to matters as to which he shall in
such action, suit or proceeding, be finally adjudged to be liable by reason of
his negligence or willful misconduct toward the Corporation or such other
Corporation in the performance of his duties as such officer or director, as
to whether or not a director or officer was liable by reason of his negligence
or willful misconduct toward the Corporation or such other Corporation in the
performance of his duties as such officer or director, in the absence of such
final adjudication of the existence of such liability, the board of directors
and each officer and director may conclusively rely upon an opinion of legal
counsel selected by or in the manner designed by the board of directors. The
foregoing right of indemnification shall not be exclusive of other rights to
which any such officer or director may be entitled as a matter of law or
otherwise, and shall inure to the benefit of the heirs, executors,
administrators and assigns of each officer or director.
The undersigned incorporator executed these Articles of Incorporation,
certifying that the facts herein stated are true this 22nd day of May, 2000.
/s/ Anita Patterson
_____________________________________
ANITA PATTERSON
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
On this 22nd day of May, 2000, personally appeared before me Anita
Patterson, personally known to me or proved to me on the basis of satisfactory
evidence to be the person whose name is signed on the preceding document, and
acknowledged to me that she signed it voluntarily for its stated purpose.
/s/ Jeanne Ball
______________________________________
NOTARY PUBLIC
<Notary stamp of
M. JEANNE BALL
525 south 300 West
Salt Lake City, Utah 84111
My Commission Expires
February 4, 2003
State of Utah>
<PAGE>
CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY RESIDENT AGENT
In the matter of Galaxy Specialties, Inc., I Michael J. Morrison, with
address at 1495 Ridgeview Drive, Suite 220, Reno, Nevada 89509, hereby accept
the appointment as Resident Agent of Galaxy Specialties, Inc. in accordance
with N.R.S. 78.090.
IN WITNESS WHEREOF, I hereunto set my hand this 22nd day of May, 2000.
/S/ Michael J. Morrison
By: ___________________________________
Michael J. Morrison, Resident Agent
