Exhibit 3.1
ARTICLES OF INCORPORATION
OF
WEDGE NET EXPERTS, INC.
FIRST: The name of the corporation is Wedge Net Experts, Inc.
SECOND: The purpose of the Corporation is to engage in any lawful
act or activity for which a corporation may be organized
under the General Corporation Law of California other than
the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the
California Corporations Code.
THIRD: The Corporation is authorized to issue two classes of shares
of stock to be designated Common Shares, $.001 par value per
share, and Preferred Shares, $.001 par value per share,
respectively. The total number of Common Shares that the
Corporation is authorized to issue is 50,000,000. The total
number of Preferred Shares that the Corporation is
authorized to issue is 10,000,000.
The Preferred Shares may be issued from time to time in one
or more series. The Board of Directors is authorized to fix
the number of shares of any series of Preferred Shares and
to determine the designation of any such series. The Board
of Directors is also authorized to determine or alter the
rights, preferences, privileges and restrictions granted or
imposed upon any wholly unissued series of Preferred Shares
and, within the limits and restrictions stated in any
resolution or resolutions of the Board of Directors
originally fixing the number of shares constituting any
series, to increase or decrease (but not below the number of
shares of such series then outstanding) the number of shares
of any such series subsequent to the issue of that series.
Of the Preferred Shares, 1,000,000 shares shall be
designated as Series A Preferred Stock.
FOURTH: The name and address in the State of California of the
Corporation's initial agent for service of process is: Mr.
Dan Walters, 10948 Elderwood Lane, San Diego, California
92131.
FIFTH: The liability of the directors of the Corporation for
monetary damages shall be eliminated to the fullest extent
permissible under California Law.
The Corporation is authorized to provide indemnification of
agents (as defined in Section 317 of the California
Corporations Code) through bylaw provisions, agreements with
agents, vote of shareholders or disinterested directors or
otherwise, to the fullest extent permissible under
California law. Any amendment, repeal or modification of any
provision of this Article IV shall not adversely affect any
right or protection of an agent of the Corporation existing
at the time of such amendment, repeal or modification.
Dated: September 25, 1999
/s/ Dan Walters
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Dan Walters, Sole Incorporator
