<PAGE>
SECRETARY OF STATE OF THE 216 S. FOURTH ST.
STATE OF NEVADA LAS VEGAS, NV 89101-5717
ARTICLES OF INCORPORATION
OF
PERIPHERAL CONNECTIONS, INC.
I THE UNDERSIGNED natural person of the age of 21 years or more, acting as
incorporator of a corporation under the Private Corporations provisions of
78-010, et seq., NEVADA REVISED STATUTES, (hereinafter referred to as the
"N.R.S."), adopt the following Articles of Incorporation for such Corporation:
ARTICLE I
NAME
The name of the Corporation is PERIPHERAL CONNECTIONS, INC.
ARTICLE II
PRINCIPAL OFFICE
The initial principal office of the Corporation shall be located at 216
South Fourth Street, Las Vegas, Nevada, 89106, and/or such other place as the
directors shall designate.
ARTICLE III
DURATION
The period of duration of the Corporation is perpetual.
ARTICLE IV
PURPOSES AND POWERS
The purposes for which the corporation is organized are to engage in any
activity or business not in conflict with the laws of the State of Nevada or of
the United States of America, and without limiting the generality of the
foregoing, specifically, to have and to exercise all the powers now or
1
<PAGE>
hereafter conferred by the laws of the State of Nevada upon corporations
organized and any and all acts amendatory thereof and supplemental thereto.
ARTICLE V
AUTHORIZED SHARES
The aggregate number of shares which the Corporation shall have authority
to issue is 25,000,000 shares, having a par value of $0.001 (1 mill) per share.
The stock shall be designated as Class "A" voting common stock and shall have
the same rights and preferences. The common stock shall not be divided into
classes and may not be issued in series. Fully paid stock of this Corporation
shall not be liable for any further call or assessment. The total capitalization
of the Corporation shall be $25,000.
ARTICLE VI
PRE-EMPTIVE RIGHTS
No stockholder of the Corporation shall, because of his ownership of stock,
have a pre-emptive or other right to purchase, subscribe for or take part of any
of the notes, debentures, bonds or other securities convertible into or carrying
options for warrants to purchase stock of the Corporation issued, optioned or
sold by it after its incorporation, except as may be otherwise stated in these
Articles of Incorporation or by an amended certificate of said Articles duly
filed, may at any time be issued, optioned for sale and sold or disposed of by
the Corporation pursuant to the resolution of its Board of Directors to such
person, persons or organizations and upon such terms as may to such Board of
Directors seem proper, without first offering such stock or securities or any
2
<PAGE>
part thereof to existing stockholders, except as required in Article V of these
Articles of Incorporation.
ARTICLE VII
VOTING OF SHARES
Each outstanding share of the class "A" common stock of the Corporation
shall be entitled to one vote on each matter submitted to a vote at a meeting of
the stockholders. Each shareholder shall be entitled to vote his or its shares
in person or by proxy, executed in writing by such shareholder or by its duly
authorized attorney in fact. At each election for directors, every shareholder
entitled to vote at such election shall have the right to vote in person or by
proxy, the number of shares owned by him or it for as many persons as there are
directors to be elected and for whose election he or it has the right to vote,
but the shareholder shall have no right, whatsoever, to accumulate his or its
votes with regard to such election.
ARTICLE VIII
DIRECTORS
The governing board of this Corporation shall be called directors, and the
number of directors may from time to time be specified by the By-laws of the
Corporation at not less than one, nor more than fifteen. When the By-laws do not
specify the number of directors, the number of directors shall be three (3), or
equal to the number of shareholders should there be less than three initial
shareholders. The name of the initial director, being also the incorporator and
sole shareholder, is:
NAME ADDRESS
---- -------
LESLIE H. SHAW 3760 So. Highland Dr. #300, Salt Lake City, UT 84106
3
<PAGE>
which director shall hold office until the first meeting of the shareholders of
the Corporation and until his or her successors have been duly elected and
qualified. Directors need not be residents of the State of Nevada or
shareholders of the Corporation.
ARTICLE IX
INCORPORATOR
The name and address of the sole incorporator and sole initial shareholder
of this Corporation is:
NAME ADDRESS
---- -------
LESLIE H. SHAW 3760 So. Highland Dr. #300, Salt Lake City, UT 84106
Dated this 8th day of February 1990.
/s/ Leslie H. Shaw
----------------------------------
Incorporator
State of Utah )
) ss.
County of Salt Lake)
Personally appeared before me this 8th day of February 1990, Leslie H.
Shaw, signer of the foregoing instrument who being by me first duly sworn,
declared that she is the person who signed the foregoing as incorporator and
that the statements contained therein are true.
/s/ xxxxxxxxxx Castleton
----------------------------------
Notary Public
[GRAPHIC -- COPY NOT CLEAR] Residing in: Salt Lake
4
<PAGE>
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
APR 27 1999
No. C2198-90
-----------
/s/ Dean Heller
-------------------------------
DEAN HELLER, SECRETARY OF STATE
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(After Issuance of Stock)
Skynet Telematics Inc.
--------------------------------------------
Name of Corporation
We the undersigned Tomas George Wilmot and
----------------------------------------------------
President or Vice President
Mark Dingley of Skynet Telematics Inc.
--------------------------------- -----------------------------------------
Secretary or Assistant Secretary Name of Corporation
do hereby certify
The Board of Directors of said corporation at a meeting duly convened,
held on the _______ day of ___________________________________, 1999, adopted
resolution to amend the original articles as follows:
Articles V and VI are hereby amended to read as follows:
ARTICLE V, AUTHORIZED SHARES:
Class Par Value Per Share Number of Shares Authorized
----- ------------------- ---------------------------
Class A Voting Common $0.001 75,000,000
Preferred $0.001 20,000,000
The voting powers, designations, preferences, privileges and relative,
participating, optional or other special rights, and the qualifications,
limitations or restrictions of the Preferred Stock shall be as follows:
PREFERRED SHARES
----------------
The Board of Directors is authorized, subject to limitations prescribed
by law, to provide for the issuance of shares of Preferred Stock in series, and
by filing a certificate pursuant to the applicable law of the State of Nevada,
to establish from time to time the number of shares to be included in each such
series, and to fix the designation, powers, preferences and rights of the shares
of each such series and the qualifications, limitations or restrictions thereof.
The authority of the board with respect to each series shall include,
but not be limited to, determination of the following:
(a) The number of shares constituting that series and the
distinctive designation of that series;
(b) The dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or dates,
and the relative rights of priority, if any, of payment of dividends on
shares of that series;
(c) Whether that series shall have voting rights, in addition
to the voting rights provided by law, and, if so, the terms of such
voting rights;
<PAGE>
(d) Whether that series shall have conversion privileges, and,
if so, the terms and conditions of such conversion, including provision
for adjustment of the conversion rate in such events as the Board of
Directors shall determine;
(e) Whether or not the shares of that series shall be
redeemable, and if so, the terms and conditions of such redemption,
including the date or date upon or after which they shall be
redeemable, and the amount per share payable in case of redemption,
which amount may vary under different conditions and at different
redemption dates;
(f) Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the terms
and amount of such sinking fund;
(g) The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
corporation, and the relative rights of priority, if any, of payment of
shares of that series; and
(h) any other relative rights, preferences and limitations of
that series.
ARTICLE VI, PRE-EMPTIVE RIGHTS
No shareholder of the Corporation shall, because of his ownership of
stock, have a pre-emptive or other right to acquire unissued shares, treasury
shares or securities convertible into such shares.
The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 22,135,825 that the
said change(s) and amendment have been consented to and approved by a majority
vote of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.
/s/ Tomas George Wilmot
------------------------------------
President or Vice President
Tomas George Wilmot
/s/ Mark Dingley
------------------------------------
Secretary or Assistant Secretary
Mark Dingley
State of England
-------- )
)ss
City of London )
--------
On 7th April 1999 personally appeared before me, a Notary Public.
Tomas George Wilmot, who acknowledged that he executed the above instrument.
-------------------
Names of Persons Appearing and Signing Document
(STAMP OR SEAL) /s/ Agnes Corless
-----------------------------------
SEAL Signature of Notary
AGNES CORLESS
Scrivener Notary
London, England
My commission is for life
*Only the XXXXXXXXX or Vice President's signature need to be acknowledged.
<PAGE>
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JAN 31 1999
No. C2198-90
------------
/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(After Issuance of Stock)
Peripheral Connections, Inc.
-----------------------------------------------------
Name of Corporation
We the undersigned Tomas George Wilmot and
-----------------------------------------------------
President or Vice President
Milton Klyman of Peripheral Connections, Inc.
--------------------------------------------- ---------------------------------
Secretary or Assistant Secretary Name of Corporation
do hereby certify:
The Board of Directors of said corporation at a meeting duly convened, held
on the 3rd day of December, 1998, adopted a resolution to amend the original
articles as follows:
Article One is hereby amended to read as follows:
The name of the corporation is Skynet Telematics Inc.
The number of shares of the corporation outstanding and entitled to vote on
an amendment to the Articles of Incorporation is 22,050,500; that the said
change(s) and amendment have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.
/s/ Tomas George Wilmot
----------------------------------
President or Vice President
Tomas George Wilmot
/s/ Milton Klyman
----------------------------------
Secretary or Assistant Secretary
Milton Klyman
State of Illinois )
) ss.
County of Cook )
On XXXXXXX XX, 199X, personally appeared before me, a Notary Public,
Tomas George Wilmot , who acknowledged that he
-----------------------------------------------
Name of Persons Appearing and Signing Document
executed the above instrument.
/s/ XXXXXXXXXXXXXXXXXXXX
----------------------------------
Signature of Notary
(NOTARY STAMP OR SEAL)
*Only the President or Vice President's signature need to be acknowledged.
<PAGE>
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JULY 7, 2000
No. C2198-90
------------
/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE
Certificate of Amendment
of the
Certificate of Incorporation
of
SKYNET TELEMATICS, INC.
UNDER SECTION 78.385 OF THE GENERAL CORPORATION LAW
The undersigned, being the Chief Executive Officer and the Secretary of
SKYNET TELEMATIC, INC., (the "Corporation"), do hereby certify and set forth:
1. Article FIRST of the Certificate of Incorporation is amended as follows:
"The name of the Corporation is Skynet Telematics.com, Inc."
2. This Amendment of the Certificate of Incorporation of the Corporation
was authorized by the Unanimous Written Consent of the Board of Directors of the
Corporation and by a vote of a majority of shareholders attending the annual
meeting of shareholders, whether in person or proxy.
IN WITNESS WHEREOF, the undersigned have signed this Certificate this 23rd day
of June 2000, and do hereby affirm, under penalties of perjury, that the
statements contained herein have been examined by us and are true and correct.
/s/ Tomas Wilmot
---------------------------------
Tomas Wilmot
Chief Executive Officer/President
/s/ Kevin Wilmot
---------------------------------
Kevin Wilmot
Secretary
