<PAGE>
[SEAL] -------------------
DEAN HELLER Articles of FILED# C 4013-00
Secretary of State Incorporation Official Use Only
(PURSUANT TO NRS 78 FEB 14 2000
-------------------
101 North Carson Street, Suite 3
Carson City, Nevada 89701-4786 IN THE OFFICE OF
(775) 684 5708 /s/ Dean Heller
DEAN HELLER SECRETARY OF STATE
<TABLE>
<CAPTION>
Important: Read attached instructions before completing form.
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<S> <C>
1. Name of Corporation Yellowave Corporation
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2. Resident Agent Name Nevada Business Services
and Street Address: ------------------------------------------------------------------------------
(must be a Nevada address Name 675 Fairview Dr., Suite 246 Carson City NEVADA 89701
where process may be served ------------------------------------------------------------------------------
Street Address City Zip Code
3. Shares:
(No. of shares corporation Number of shares Number of shares
authorized to issue) with par value: 5,000,000 Par Value: .10 without par value:
------------ ------- ------
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4. Governing Board:
(Check one) Shall be styled as [x] Directors or [ ] Trustees
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Names, Addresses, The First Board of Directors/Trustees shall consist of 2 members whose
Number of Board of names and addresses are as follows:
Directors/Trustees:
Laura Ballegeer #505 Ron Oren
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Name Name
11777 San Vicente Blvd LA, CA 90049 11777 San Vicente Blvd LA, CA 90049
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Address City, State, Zip Address City, State, Zip
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5. Purpose: The purpose of this Corporation shall be: to conduct any lawful
(Optional-See Instructions) business in Nevada or throughout the world.
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6. Other Matters:
(See Instructions) Number of additional pages attached:
-----
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7. Names, Addresses Laura Balleger #505 Ron Oren #505
and Signatures of ------------------------------------- ------------------------------------
Incorporators: Name Name
(Signatures must be notarized)
Attach additional pages if 11777 San Vicente Blvd LA, CA 90049 11777 San Vicente Blvd LA, CA 90049
there are more than 2 ------------------------------------- ------------------------------------
incorporators. Address City, State, Zip Address City, State, Zip
/s/ Laura Balleger /s/ Ron Oren
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Signature Signature
Notary: This instrument was acknowledged before me on
February 10, 2000 by February 10, 2000 by
Laura Ballegeer Ron Oren
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Name of person Name of person
As incorporator As incorporator
of Yellowave Corp. of Yellowave Corp.
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(Name of party on behalf of whom (Name of party on behalf of whom
instrument executed) instrument executed)
/s/ Sheryl A. Quay /s/ Sheryl A. Quay
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Notary Public Signature Notary Public Signature
----------------------------------- -----------------------------------
Sheryl A. Quay Sheryl A. Quay
[SEAL] Comm. #1133888 [SEAL] Comm. #1133888
NOTARY PUBLIC OF CALIFORNIA NOTARY PUBLIC OF CALIFORNIA
LOS ANGELES COUNTY LOS ANGELES COUNTY
Comm. Exp. April 14, 2001 Comm. Exp. April 14, 2001
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8. Certificate of I, Nevada Business Services hereby accept appointment as Resident Agent
Acceptance of for the above named corporation.
Appointment of
Resident Agent: /s/ MaryAnn Dickens 2/14/00
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Signature of Resident Agent Date
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</TABLE>
This form must be accompanied by appropriate fees. See attached fee schedule.
Nevada Secretary of Form CORPART[ILLEGIBLE]
Revised on: 02/12/98
<PAGE>
SECRETARY OF STATE
[SEAL]
STATE OF NEVADA
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that YELLOWAVE CORPORATION did on February 14, 2000 file in this
office the original Articles of Incorporation; that said Articles are now on
file and of record in the office of the Secretary of State of the State of
Nevada, and further, that said Articles contain all the provisions required by
the law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed the Great Seal of State, at
my office, in Carson City, Nevada, on
February 15, 2000.
[SEAL]
/s/ Dean Heller
Secretary of State
By /s/ Patricia [Illegible]
Certification Clerk
<PAGE>
ARTICLES OF MERGER
NO.
These Articles of Merger, adopted pursuant to Nevada Corporation Law,
NRS Chapter 92A, wherein Yellowave Corporation, (old) and Yellowave Corporation,
(new) have adopted a Plan of Merger whereby Yellowave Corporation, (new) shall
be the surviving corporation.
Article I.
Yellowave Corporation, (old) is a corporation duly organized and
existing under the laws of the State of New York. Yellowave Corporation (new) is
a corporation duly organized and existing under the laws of the State of Nevada
Yellowave Corporation, (new) shall be the surviving corporation and
shall succeed to all the rights, privileges, immunities, franchised, debts,
liabilities obligations and power of Yellowave Corporation, (old) and shall
continue to be subject to all the duties and liabilities of a corporation
organized under the Corporation Law of the State of Nevada
Article II.
The Plan of Merger was approved by the Shareholder of the Parties
hereto as hereafter described:
The Plan of Merger was adopted by Yellowave Corporation, (old), in
accordance with the Corporation Law of the State of New York, as follows:
Total shares Voting For The Against Percent in
Outstanding Merger Favor
2,827,486 1,889,775 24,350 66.8%
The shareholders approved this action on June 7. 2000.
The plan of Merger was adopted by Yellowave Corporation, (new), in accordance
with the Corporation Law of the State of Nevada, as follows:
Total shares Voting For The Against Per Cent in
Outstanding Merger Favor
10 10 0 100%
Articles of Merger
Page 1 of 3
<PAGE>
The Shareholders approved this action on June 1, 2000.
Therefore the Plan of Merger was adopted by both Corporations.
Article III.
Prior to the merger, Yellowave Corporation, (new), shared consisted of
5,000,000 shared of common voting stock, of $.10 par value authorized, 10 shares
were issued and outstanding. These shares shall be converted into and become as
a matter of law and without any actions on the part of the holder thereof, 10
shares of the surviving Nevada Corporation- Yellowave Corporation
Prior to the merger, Yellowave Corporation, (old), shares consisted of
15,000,000 shares of common voting stock, of $0.03 par value, with 2,827,486
shares issued and outstanding. These shares shall be converted into and become
as a matter of law and without any action on the part of the holder thereof
2,827,486 shares of Yellowave Corporation a Nevada Corporation and each former
stockholder of record of the Yellowave Corporation, (old)shall receive the same
number as they previously owned.
Therefore, the merger shall result in 2,827,496 shares issued and
outstanding of common voting stock of $.10 par value, with 5,000,000 shares
authorized.
Article IV.
The entire Agreement and Plan of Merger shall be held on file with the
Resident Agent for Yellowave Corporation At 675 Fairview Drive, Suite 246,
Carson City, Nevada 89701 and at the Corporate Office as 11777 San Vicente
Blvd., Suite. 505, Los Angeles, CA 90049.
Articles of Merger
Page 2 of 3
<PAGE>
WE THE UNDERSIGNED, have executed this document on behalf of each
Corporation, as its duly authorized representatives, pursuant to the Corporate
Laws of its respective place of incorporation and in accordance with its
constituent documents.
Yellowave Corporation Yellowave Corporation
(A NEW YORK CORPORATION) (A NEVADA CORPORATION)
/s/ Richard Arons /s/ Ron Oren
------------------- -------------------
Richard Arons Ron Oren
PRESIDENT PRESIDENT
/s/ Laura Ballegeer /s/ Laura Ballegeer
------------------- -------------------
Laura Ballegeer Laura Ballegeer
SECRETARY SECRETARY
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
This instrument was acknowledged before me on June 8, 2000 by Richard
Arons, as President and Laura Ballegeer as Secretary of Yellowave Corporation.,
Inc., a New York Corporation; and Ron Oren as President and Laura Ballegeer as
Secretary of Yellowave Corporation, a Nevada Corporation, on behalf of said
corporations.
[SEAL]
ELONA F. MASCAL /s/ E.F. Mascal
COMM. #1218897 ----------------------
Notary Public California
LOS ANGELES COUNTY
My Comm. Exp. May 18, 2003
Articles of Merger
page 3 of 3
<PAGE>
DECLARATION OF LAURA BALLEGEER
I, Laura Ballegeer, declare under penalty of perjury of the Laws of the State of
California as follows:
1. I am Secretary of Yellowave Corporation, a New York corporation.
2. I attended the meeting of Shareholders of Yellowave Corporation, a New
York corporation on June 7, 2000.
3. At the Shareholder meeting of June 7, 2000 I was both Secretary and the
Inspector of Elections.
4. The plan of Merger was adopted in accordance with the Laws of the State
of New York.
5. The plan was adopted by 66.8% of the issued and outstanding shares and
by over 98% of those shareholders voting.
6. The approval margins constitute acceptance of the plan of Merger under
the Laws of State of New York
Executed this 22nd day of June, 2000 at Los Angeles, California.
/s/ Laura Ballegeer
-------------------
Laura Ballegeer
This declaration was acknowledged by Laura Ballegeer, Secretary of Yellowave
Corporation, a New York corporation and Secretary of Yellowave Corporation, a
Nevada corporation.
State of California
County of Los Angeles
June 22, 2000
/s/ [ILLEGIBLE]
[SEAL]
Sheryl A. Quay
COMM. #1133888
NOTARY PUBLIC CALIFORNIA
LOS ANGELES COUNTY
Comm. Exp. April 14. 2001
<PAGE>
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
OF
YELLOWAVE CORPORATION
We, the undersigned, Ron Oren, President and Laura Ballegeer, Secretary
of Yellowave Corporation, do hereby certify:
That the Board of Directors of said corporation at a meeting duly
convened, held on the 14th day of July, 2000, adopted a resolution to amend the
original Articles as follows:
Article 3 shall be amended to read as follows:
The corporation is authorized to issue one class of shares;
designated "common shares," having a total of 50,000,000
shares with a par value of $0.03 per share.
The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Article of Incorporation is 2,827,496; that said
change and amendment have been consented to and approved by a majority vote of
the stockholders holding a majority of the stock outstanding and entitled to
vote thereon.
/s/ Ron Oren
-------------------
Ron Oren, President
/s/ Laura Ballegeer
--------------------------
Laura Ballegeer, Secretary
STATE OF CALIFORNIA )
)
COUNTY OF LOS ANGELES)
This Instrument was acknowledged before me on this 14 day of July,
2000, by Ron Oren, President of Yellowave Corporation.
/s/ Mary Swor, Notary Public
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Notary Public, State of California
My Commission expires: 12-4-2001
Subscribed and sworn to before me. 7-14-00 [SEAL]
MARY SWOR
Commission #1163857
Notary Public-CALIFORNIA
Los Angeles County
My Comm. Expires Dec 4, 2001
<PAGE>
STATE OF CALIFORNIA )
)
COUNTY OF LOS ANGELES)
This Instrument was acknowledged before me on this 14th day of July,
2000, by Laura Ballegeer, Secretary of Yellowave Corporation.
/s/ Mary Swor, Notary Public
----------------------------------
Notary Public, State of California
My Commission expires: 12-4-2001
[SEAL] Subscribed and sworn to before me.
MARY SWOR
Commission #1163857
Notary Public-CALIFORNIA
Los Angeles County
My Comm. Expires Dec 4, 2001
