ITEM 2. DESCRIPTION OF EXHIBITS
Exhibit 2.1 Articles of Incorporation
Amendment to the Articles
Filed #C4360-99
December 16, 1999
IN THE OFFICE OF
/S/
DEAN HELLER SECRETARY OF STATE
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
E-INVESTMENTS, INC.
AMENDMENT #1
Pursuant to the provisions of Section 10-061, Nevada Revised Statutes, the
undersigned corporation adopts the following article of amendment to its
articles of incorporation:
FIRST: The name of this corporation is E-Investments, Inc.
SECOND: Article I of the articles of incorporation of this corporation is hereby
amended to read in its entirety as follows:
ARBOR, INC.
THIRD: The date of adoption of this amendment by the shareholders of this
corporation is December 9, 1999.
FOURTH: The number of shares of the corporation outstanding at the time of
adoption of this amendment was 2,616,000 and the number of shares entitled to
vote thereon was 2,616,000. All 2,616,000 shares are of the same class.
FIFTH: The number of outstanding shares voted for this amendment was 2,477,000
and the number of shares voted against this amendment was zero.
SIXTH: This amendment does not provide for an exchange, reclassification, or
cancellation of issued shares.
SEVENTH: This amendment does not effect a change in the amount of stated capital
of the corporation.
DATED: December 9, 1999
/S/
Joginder Brar, President
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/S/
Jaroslav Zubik, Secretary
NOTARIZED
Original Articles of Incorporation
Filed FEB 251999
ARTICLES OF INCORPORATION OF E INVESTMENTS, INC.
THE UNDERSIGNED PERSON, acting as Incorporator of a corporation under the
provisions of the Nevada General Corporation Law, adopts the following Articles
of Incorporation:
FIRST. The name of the corporation is:
E INVESTMENTS, INC.
SECOND. The street address of the corporations resident agent and the principal
or statutory address of this corporation in the State of Nevada shall be:
CORPORATE SERVICE CENTER, INC.
1475 Terminal Way, Suite E
Reno, Washoe County, NV 89502
This corporation may maintain an office, or offices, in such other place or
places within or without the State of Nevada as may be from time to time
designated by the Board of Directors, or by the bylaws of said corporation, and
that this corporation may conduct all corporation business of every kind and
nature, including the holding of all meetings of directors and stockholders,
outside the State of Nevada as well as within the State of Nevada.
THIRD. The corporation shall have unlimited power to engage in and do any lawful
act concerning any or all lawful business for which corporations may be
organized under the Law and not limited by the Statutes of Nevada, or any other
state in which it conducts its business.
FOURTH. That the total number of voting common stock authorized that may be
issued by the corporation is TWENTY FIVE MILLION (25,000,000) shares of stock
with $0.001 par value, and no other class of stock shall be authorized. Said
shares may be issued by the corporation from time to time for such
considerations as may be fixed from time to time by the Board of Directors.
FIFTH. 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
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manner as shall be provided by the bylaws of this corporation, providing 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 one (1) in
number, shall be listed as follows:
TREVOR C. ROWLEY
1475 Terminal Way, Suite E
Reno, NV 89502.
SIXTH. The capital stock, after the amount of the subscription price, or par
value, has been paid in, shall not be subject to assessment to pay the debts of
the corporation.
SEVENTH. The name and post office address of the Incorporator signing the
Articles of Incorporation is as follows:
TREVOR C. ROWLEY
1475 Terminal Way, Suite E
Reno, NV 89502.
EIGHTH. The corporation is to have perpetual existence.
NINTH. Any corporate officer, director, or shareholder of this corporation shall
not, in the absence of fraud, be prohibited from dealing with this corporation
either as vendor, purchaser or otherwise. A pecuniary interest in any
transaction by any such director, shareholder or officer shall not disqualify
him in any way from acting in his corporate capacity. No director nor officer,
nor any firm, association, or corporation of which he shall be a member, or in
which he may be pecuniarily interested in any manner be disqualified from
dealing with the corporation as a result of the association. No director nor
officer, nor any foreign association, or corporation with which he is connected
as aforesaid shall be liable to account to this corporation or its shareholders
for any profit realized by him from or though any such transaction or contract,
it being the express purpose and intent of the Article to permit this
corporation to buy from sell to, or otherwise deal with the partnerships, fu-ms,
or corporations of directors and officers of the corporation, or any one or more
of them who may have pecuniary interest, and the contracts of this corporation,
in the absence of fraud, shall not be void or voidable or affecting in any
manner by reason of such position. Furthermore, directors of this corporation
may be counted for a quorum of the Board of Directors of this corporation at a
meeting even though they may be pecuniarily interested in matters considered at
a meeting; any action taken at such a meeting with reference to such matters by
a majority of the disinterested directors shall not be void or voidable by this
corporation in the absence of fraud.
TENTH. No director or officer of the corporation shall be personally liable to
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the corporation or any of its stockholders for damages for breach of fiduciary
duty as a director or officer or for any act or omission of any such director or
officer, however, the foregoing provision shall not eliminate or limit the
liability of a director or officer for (a) acts or emissions which involve
intentional misconduct, fraud or a knowing violation of law or (b) the payment
of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any
repeal or modification of this Article by the stockholders of the corporation
shall be prospective only and shall not adversely affect any limitation on the
personal liability of a director or officer of the corporation for acts or
emissions prior to such repeal or modification.
ELEVENTH. This corporation reserves the right to amend, alter, change or repeal
any provision contained in the Articles of Incorporation, 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.
I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the purpose of
forming a corporation pursuant to the General Corporation Laws 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 Monday, February 15, 1999.
/S/
TREVOR C. ROWLEY
Incorporator
NOTARIZED
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