-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DJTtO2mOeuJPB3rcPsF7P3Gk3JGJmbwmHZKS4NHlS3650JJnDDO+j27D7+m1H+MJ v57NJHxN53MFq8IXh2Qs8w== 0001010549-99-000030.txt : 19990209 0001010549-99-000030.hdr.sgml : 19990209 ACCESSION NUMBER: 0001010549-99-000030 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19990208 ITEM INFORMATION: FILED AS OF DATE: 19990208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATALINK CAPITAL CORP/TX/ CENTRAL INDEX KEY: 0000744452 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 592262718 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 002-90539 FILM NUMBER: 99523488 BUSINESS ADDRESS: STREET 1: 211 WEST WALL CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: 9156821761 MAIL ADDRESS: STREET 1: 211 WEST WALL CITY: MIDLAND STATE: TX ZIP: 79701 FORMER COMPANY: FORMER CONFORMED NAME: DATALINK SYSTEMS INC DATE OF NAME CHANGE: 19980306 8-K 1 Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 1998. DCC Acquisition Corporation (Exact name or registrant as specified in its charter) Nevada 2-90519 59-2262718 (State of incorporation) (Commission File No.) (I.R.S. Employer Identification No.) 211 West Wall Street, Midland, Texas 79701 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (915) 682-1761 DataLink Capital Corporation (Former name or address, if changed since last report) Item 5. Other Events. Change of State of Incorporation. Effective December 28, 1998, the Company changed its state of incorporation from Florida to Nevada. Pursuant to a Plan and Agreement of Merger (the "Merger") between DataLink Capital Corporation, a Florida corporation ("Old DataLink"), and the Company (DCC Acquisition Corporation), Old DataLink merged into the Company and ceased its existence. On June 15, 1998, the shareholders of Old DataLink and the Company duly approved the change-of-state-of-incorporation Merger, pursuant to the corporate laws of the States of Florida and Nevada, respectively. Change of Name. Pursuant to the Merger, effective December 28, 1998, the Company's name changed from DataLink Capital Corporation to DCC Acquisition Corporation. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: February 4, 1999. DCC ACQUISITION CORPORATION By: /s/ Glenn A. Little ------------------ Glenn A. Little President INDEX OF EXHIBITS Exhibit # Description of Document 2.1 Plan and Agreement of Reorganization, between DataLink Capital Corporation, a Florida corporation, and DCC Acquisition Corporation, a Nevada corporation. 3.1 Articles of Incorporation of DCC Acquisition Corporation 3.2 Bylaws of DCC Acquisition Corporation 3.3 Articles of Merger, as filed with the Secretary of State of Nevada on December 28, 1998. 3.4 Articles of Merger, as filed with the Secretary of State of Florida on December 28, 1998. EX-2.1 2 PLAN OF AGREEMENT OF REORGANIZATION - ----------------- EXHIBIT 2.1 - ----------------- AGREEMENT OF MERGER AND PLAN OF MERGER AND REORGANIZATION Agreement of Merger and Plan of Merger and Reorganization dated April 20, 1998, by and between DataLink Capital Corporation, a Florida corporation ("DCC-Florida"), and DCC Acquisition Corporation, a Nevada corporation ("DCC-Nevada") (hereinafter, DCC-Florida and DCC-Nevada being called the "Constituent Corporations"). WHEREAS: 1. The Boards of Directors of DCC-Florida and DCC-Nevada have resolved that DCC- Florida be merged (hereinafter called the "Merger") under and pursuant to the Nevada Statutes Revised and the Florida Business Corporation Act into a single corporation existing under the laws of the State of Nevada, to wit, DCC-Nevada, which shall be the surviving corporation (such corporation in its capacity as such surviving corporation being sometimes referred to herein as the "Surviving Corporation") in a transaction qualifying as a reorganization within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended; 2. The authorized capital stock of DCC-Florida consists of 100,000,000 shares of capital stock with a par value of $.0001 per share (hereinafter called "DCC-Florida Stock"), 1,956,097 shares of which are issued and outstanding; 3. The authorized capital stock of DCC-Nevada consists of (a) 100,000,000 shares of common stock with a par value of $.0001 per share (hereinafter called "DCC- Nevada Stock"), 1,000 shares of which are issued and outstanding, and (b) 10,000,000 shares of preferred stock with a par value of $.0001 per share, none of which are issued and outstanding; and 4. The respective Boards of Directors of DCC-Florida and DCC-Nevada have approved the Merger upon the terms and conditions hereinafter set forth and have approved this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual agreements, provisions and covenants herein contained, the parties hereto hereby agree, in accordance with the Nevada Revised Statutes and the Florida Business Corporation Act, that DCC-Florida shall be, at the Effective Date (as hereinafter defined), merged into a single corporation existing under the laws of the State of Nevada, to wit, DCC-Nevada, which shall be the Surviving Corporation, and the parties hereto adopt and agree to the following agreements, terms and conditions relating to the Merger and the mode of carrying the same into effect: I. SHAREHOLDERS' CONSENTS; FILINGS; EFFECTS OF MERGER 1.1. Action by Shareholders of DCC-Florida. DCC-Florida shall obtain the approval of its shareholders, in accordance with the Florida Business Corporation Act, at the earliest practicable date, which written consent shall, among other matters, adopt and ratify this Agreement. 1.2. Action by DCC-Florida as Sole Shareholder of DCC-Nevada. At the earliest practicable date, DCC-Florida, as the sole shareholder of DCC-Nevada, shall adopt this Agreement in accordance with the Nevada Revised Statutes. 1.3. Filing of Articles of Merger; Effective Date. If (a) this Agreement is adopted by the shareholders of DCC-Florida, in accordance with the Florida Business Corporation Act, (b) this Agreement has been adopted by DCC-Florida as the sole shareholder of DCC-Nevada, in accordance with the Nevada Revised Statutes, and (c) this Agreement is not thereafter, and has not theretofore been, terminated or abandoned as permitted by the provisions hereof, then an Articles of Merger shall be filed and recorded in accordance with the Nevada Revised Statutes and an Articles of Merger shall be filed and recorded in accordance with the Florida Business Corporation Act. Such filings shall be made on the same day. The Merger shall become effective at 9:00 A.M. on the calendar day following the day of such filing in Nevada, which date and time is herein referred to as the "Effective Date". 1.4. Certain Effects of Merger. On the Effective Date, the separate existence of DCC-Florida shall cease, and DCC-Florida shall be merged into DCC-Nevada which, as the Surviving Corporation, shall possess all the rights, privileges, powers and franchises, of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular, the rights, privileges, powers and franchises of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to the Constituent Corporations on whatever account, as well as for stock subscriptions and all other things in action or belonging to such Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, under the laws of Florida, Nevada or any other jurisdiction, in any of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. At any time, or from time to time, after the Effective Date, the last acting officers of DCC-Florida, or the corresponding officers of the Surviving Corporation, may, in the name of DCC-Florida, execute and deliver all such proper deeds, assignments and other instruments and take or cause to be taken all such further or other action as the Surviving Corporation may deem necessary or desirable in order to vest, perfect or confirm in the Surviving Corporation title to and possession of all of the Constituent Corporations' property, rights, privileges, powers, franchises, immunities and interests and otherwise to carry out the purposes of this Agreement. II. NAME OF SURVIVING CORPORATION; ARTICLES OF INCORPORATION; BYLAWS 2.1. Name of Surviving Corporation. The name of the surviving corporation from and after the Effective Date shall be "DataLink Capital Corporation", which change in name shall be reflected in an Articles of Amendment to Articles of Incorporation to be filed with the Secretary of State of Nevada simultaneously with the Articles of Merger. 2.2. Articles of Incorporation. The Articles of Incorporation of DCC-Nevada as in effect on the date hereof shall, from and after the Effective Date, be and continue to be the Articles of Incorporation of the Surviving Corporation, until changed or amended as provided by law. 2.3. Bylaws. The Bylaws of DCC-Nevada, as in effect immediately before the Effective Date, shall, from and after the Effective Date, be and continue to be the Bylaws of the Surviving Corporation, until amended as provided therein. III. STATUS AND CONVERSION OF SECURITIES The manner and basis of converting the shares of the capital stock of the Constituent Corporations and the nature and amount of securities of DCC-Nevada which the holder of shares of DCC-Florida Stock are to receive in exchange for such shares are as follows: 3.1. DCC-Florida Stock. Each share of DCC-Florida Stock which shall be issued and outstanding immediately before the Effective Date shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted at the Effective Date into one (1) fully paid share of DCC-Nevada Stock. 3.2. DCC-Nevada Stock Held by DCC-Florida. All issued and outstanding shares of DCC- Nevada Stock held by DCC-Florida immediately before the Effective Date shall, by virtue of the Merger and at the Effective Date, cease to exist and the certificate(s) representing such shares shall be cancelled. 3.3. Surrender of Certificates. After the Effective Date, certificates evidencing outstanding shares of DCC-Florida Stock shall evidence the right of the holder thereof to receive a certificate(s) for shares of DCC-Nevada Stock as aforesaid. Holders of certificates representing shares of DCC-Florida Stock, upon surrender of such certificates to the transfer agent of the DCC-Nevada Stock to effect the exchange of certificates, shall be entitled to receive, upon such surrender, a certificate or certificates representing a like number of shares of DCC-Nevada Stock. Until so surrendered, outstanding certificates for shares of DCC-Florida Stock shall be deemed for all corporate purposes, including voting rights, subject to the further provisions of this Article 3, to evidence the ownership of the shares of DCC-Nevada Stock into which such shares of DCC-Florida Stock have been so converted. No dividends or distributions will be paid to the person entitled to receive certificates for shares of DCC-Nevada Stock pursuant hereto until such person shall have surrendered his DCC-Florida Stock certificates; but there shall be paid to the record holder of such certificate, with respect to the number of shares of DCC-Nevada Stock issued in exchange therefor (i) upon such surrender, the amount of any dividends or distributions with a record date after the Effective Date and before surrender which shall have become payable thereon since the Effective Date, without interest; and (ii) after such surrender, the amount of any dividends thereon with a record date after the Effective Date and before surrender and the payment date of which shall be after surrender, such amount to be paid on such payment date. If any certificate for shares of DCC-Nevada Stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise be in proper form for transfer and that the person requesting such exchange pay to the transfer agent any transfer or other taxes required by reason of the issuance of a certificate for shares of DCC- Nevada Stock in any name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the transfer agent that such tax has been paid or is not payable. At the Effective Date of the Merger, all shares of DCC-Florida Stock which shall then be held in its treasury, if any, shall cease to exist, and all certificates representing such shares shall be cancelled. 3.4 Fractional Shares. DCC-Nevada will not issue certificates representing fractional shares of DCC-Nevada Stock, upon the Merger. Rather, each holder of a fractional interest in DCC-Nevada Stock will receive the sum of $.01 for such fractional interest. IV. MISCELLANEOUS 4.1. This Agreement may be terminated and the proposed Merger abandoned at any time before the Effective Date of the Merger, and whether before or after approval of this Agreement of Merger and Plan of Merger and Reorganization by the mutual agreement of the Board of Directors of the Constituent Corporations abandoning this Agreement of Merger and Plan of Merger and Reorganization. 4.2. On and after the Effective Date of the Merger, the officers and directors of DCC-Nevada shall remain in such positions until their earlier resignation or removal. 4.3. For the convenience of the parties hereto and to facilitate the filing of this Agreement of Merger and Plan of Merger and Reorganization, any number of counterparts hereof may be executed; and each such counterpart shall be deemed to be an original instrument. IN WITNESS WHEREOF, this Agreement has been executed by DataLink Capital Corporation , a Florida corporation, and DCC Acquisition Corporation, a Nevada corporation, all on the date first above written. DCC-Florida: DATALINK CAPITAL CORPORATION ATTEST: (a Florida corporation) /s/ By: /s/ Glenn A. Little --------------------- Secretary Glenn A. Little President DCC-Nevada: DCC ACQUISITION CORPORATION ATTEST: (a Nevada corporation) /s/ By: /s/ Glenn A. Little --------------------- Secretary Glenn A. Little President EX-3.1 3 ARTICLES OF INCORPORATION - ----------------- EXHIBIT 3.1 - ----------------- ARTICLES OF INCORPORATION OF DCC ACQUISITION CORPORATION That I, the undersigned, for the purpose of forming a corporation under and by virtue of the laws of the State of Nevada, hereby adopts the following Articles of Incorporation: ARTICLE I NAME The name of this Corporation is DCC Acquisition Corporation. ARTICLE II DURATION The duration of this Corporation is perpetual. ARTICLE III PURPOSES The Corporation is organized and authorized to pursue any lawful purpose or purposes which may be undertaken or carried on by a corporation under the laws of the State of Nevada and to engage in any active, lawful business or pursuit. The Corporation shall further have all powers specified in Sections 78.060, 78.065 and 78.070 of the Nevada Revised Statutes, and any amendments thereto. ARTICLE IV STOCK The Corporation shall have the authority to issue One Hundred Million (100,000,000) shares of common stock, with a par value of $.0001 per share. The common stock of the Corporation shall be of the same class and shall have the same rights and preferences. All fully paid shares of stock of this Corporation shall not be liable to any further call or assessment. The Corporation shall have the authority to issue Ten Million (10,000,000) shares of Preferred Stock, with a par value of $.0001 per share. The Board of Directors is authorized, subject to limitations prescribed by law, to provide for the issuance of the 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 any qualifications, limitations or restrictions thereof. ARTICLE V AMENDMENT These Articles of Incorporation may be amended by the affirmative vote of a majority of the shares entitled to vote on each such amendment. ARTICLE VI SHAREHOLDER RIGHTS The authorized stock of this Corporation may be issued at such time, upon such terms and conditions and for such consideration as the Board of Directors shall determine. Shareholders shall not have preemptive rights to acquire unissued shares of the stock of this Corporation and cumulative voting is denied. ARTICLE VII INITIAL OFFICE AND AGENT The address of the initial registered office of the Corporation is CSC Services of Nevada, Inc., 502 East John, Carson City, Nevada 89706, and the name of the Corporation's initial resident agent at such address is CSC Services of Nevada, Inc., 502 East John, Carson City, Nevada 89706. ARTICLE VIII DIRECTORS The number of Directors constituting the initial Board of Directors of this Corporation shall be two (2) in number, provided, however, that the number of directors may be changed from time to time by a provision of the Bylaws, but in no event shall the number of directors be less than two (2) or more than ten (10). The names and addresses of the initial board of directors who shall hold office until the first annual meeting of shareholders, or until their successors are elected and qualified are: Glenn A. Little 211 West Wall Street Midland, Texas 79701 Matthew Blair 211 West Wall Street Midland, Texas 79701 ARTICLE IX INCORPORATOR The name and address of the incorporator is: Eric Newlan, Esquire, Newlan & Newlan, Attorneys at Law, 2512 Program Drive, Suite 101, Dallas, Texas 75220. ARTICLE X LIMITATION OF LIABILITY: DIRECTORS AND OFFICERS No director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that this ARTICLE X shall not eliminate or limit the liability of a director or officer for: (a) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or (b) the payment of dividends in violation of law. Any repeal or modification of this ARTICLE X shall be prospective only and shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification for any breach covered by this ARTICLE X which occurred prior to such repeal or modification. ARTICLE XI RELIANCE BY OFFICERS AND DIRECTORS Each director, officer or member of any committee designated by the Board of Directors shall, in the performance of his or her duties, be fully protected and absolved from liability in relying in good faith upon the books of account or reports made to the Corporation by any of its officials, an independent public accountant or by an appraiser or an investment banker selected with reasonable care by the Board of Directors or by any such committee, or in relying in good faith upon other records of the Corporation. This ARTICLE XI is in addition to and shall not in any manner limit the scope of the director and officer liability limitation in ARTICLE X. ARTICLE XII INDEMNIFICATION OF DIRECTORS AND OFFICERS The Corporation shall indemnify any and all persons who may serve at any time as directors or officers or who at the request of the Board of Directors of the Corporation may serve or at any time have served as directors or officers of another corporation in which the Corporation at such time owned or may own shares of stock or of which it was or may be a creditor, and their respective heirs, administrators, successors and assignees, against any and all expenses, including amounts paid upon judgments, counsel fees and amounts paid in settlement (before or after suit is commenced), actually and necessarily incurred by such persons in connection with the defense or settlement of any claim, action, suit or proceeding in which they, or any of them are made parties, or a party, or which may be asserted against them or any of them, by reason of being or having been directors or officers or a director or officer of the Corporation, or such other corporation, except in relation to matters as to which any such director or officer or former director or officer or person shall be adjudged in any action, suit or proceeding to be liable for his own gross negligence or wilful misconduct in the performance of his duty. Such indemnification shall be in addition to any other rights to which those indemnified may be entitled under any law, bylaw, agreement, vote of shareholders or otherwise. ARTICLE XIII COMMON DIRECTORS: TRANSACTIONS BETWEEN CORPORATIONS No contract or other transaction between this Corporation and one or more of its directors or any other corporation, firm, association or entity in which one or more of its directors or officers are financially interested, shall be either void or voidable because of such relation or interest, or because such director or directors are present at the meeting of the Board of Directors, or a committee thereof which authorizes, approves or ratifies such contract or transaction, or because his or their votes are counted for such purpose if: (a) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies such contract or transaction by vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or (b) the fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; (c) the contract or transaction is fair and reasonable to the Corporation. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or committee thereof which authorizes, approves or ratifies such contract or transaction. DATED this 16th day of April, 1998. /s/ Eric Newlan --------------- Eric Newlan Incorporator STATE OF TEXAS ) ) COUNTY OF DALLAS ) I, the undersigned, being first duly sworn on oath, deposes and says: That I am the incorporator hereinbefore named; that I have read the foregoing Articles of Incorporation and know the contents thereof and that the same are true to the best of my knowledge, except as to matters therein stated upon information and belief, and as to those, I believe them to be true. /s/ Eric Newlan --------------- Eric Newlan On the 16th day of April, 1998, personally appeared before me, Eric Newlan, signer of the above Articles of Incorporation, who duly acknowledged to me that he executed same. --------------- Notary Public My Commission Expires: ___________ EX-3.2 4 BYLAWS - ----------------- EXHIBIT 3.2 - ----------------- BYLAWS OF TRITON ACQUISITION CORPORATION ARTICLE I - OFFICE AND REGISTERED AGENT The principal office of the Corporation in the State of Nevada shall be located at 502 East John, Carson City, Nevada 89706. The Corporation may maintain such other offices, within or without the State of Nevada, as the Board of Directors may from time to time designate. The location of the principal office may be changed by the Board of Directors. The name of the registered agent of the Corporation in the State of Nevada at its principal office is CSC Services of Nevada, Inc. ARTICLE II - SHAREHOLDERS' MEETINGS Section 2.1. Annual Meetings. The annual meeting of the shareholders of the Corporation shall be held at such place within or without the State of Nevada as shall be designated by the Board of Directors in compliance with these Bylaws. The meeting shall be held on the first Tuesday of June of each year beginning with the year 1999 at 10:00 a.m. If such day is a legal holiday, the meeting shall be on the next business day. This meeting shall be for the election of directors and for the transaction of such other business as may properly come before it. In the event that such annual meeting is omitted by oversight or otherwise on the date herein provided for, the directors shall cause a meeting in lieu thereof to be held as soon thereafter as conveniently may be, and any business transacted or elections held at such meeting shall be as valid as if transacted or held at the annual meeting. If the election of directors shall not be held on the date designated herein for any annual meeting of shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of shareholders as soon thereafter as may conveniently be called. Such subsequent meeting shall be called in the same manner as is provided for the annual meeting of shareholders. Section 2.2. Special Meetings. Special meetings of shareholders, other than those regulated by statute, may be called at any time by the President, the Secretary or by a majority of the directors, and must be called by the President upon written request of the holders of not less than 10% of the issued and outstanding shares entitled to vote at such special meeting. Section 2.3. Notice of Shareholders' Meetings. The President, Vice President or Secretary shall give written notice stating the place, day and hour of the meeting, and in the case of a special meeting the purpose or purposes for which the meeting is called, which shall be delivered not less than ten nor more than fifty days before the day of the meeting, either personally or by mail to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the books of the Corporation, with postage thereon prepaid. Any meeting of which all shareholders shall at any time waive or have waived notice in writing shall be a legal meeting for the transaction of business notwithstanding that notice has not been given as hereinbefore provided. Section 2.4. Waiver of Notice. Whenever any notice is required to be given by these Bylaws, or the Articles of Incorporation, or by any of the Corporation Laws of the State of Nevada, a shareholder may waive the notice of meeting by attendance at the meeting, either in person or by proxy, or by so stating in writing, either before or after such meeting. Attendance at a meeting for the express purpose of objecting that the meeting was not lawfully called or convened shall not, however, constitute a waiver of notice. Section 2.5. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Nevada, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Corporation. Section 2.6. Closing of Transfer Books or Fixing Record Date. For the purpose of determining shareholders entitled to notice or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a period not to exceed, in any case, 50 days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least 10 days immediately preceding the date determined to be the date of record. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 50 days and in case of a meeting of shareholders not less than 10 days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders or shareholders to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be deemed the date of record for such determination of shareholders. When a determination of persons entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof. Section 2.7. Quorum of Shareholders. Except as herein provided and as otherwise provided by law, at any meeting of shareholders a thirty percent (30%) majority in interest of all the shares issued and outstanding represented by shareholders of record in person or by proxy shall constitute a quorum, but a less interest may adjourn any meeting and the meeting may be held as adjourned without further notice; provided; however, that directors shall not be elected at the meeting so adjourned. When a quorum is present at any meeting, a majority in interest of the shares represented shall be the act of the shareholders, unless the matter voted upon is one upon which the express provision of law or of the Articles of Incorporation or of these Bylaws a larger or different vote is required, in which case such express provision shall govern and control the decision of such question. Section 2.8. Voting Lists. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder, for any purpose germane to the meeting, during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders. Section 2.9. Voting. A holder of an outstanding share entitled to vote at a meeting may vote at such meeting in person or by proxy. Except as may otherwise be provided in the Articles of Incorporation, every shareholder shall be entitled to one vote for each share standing in his name on the record of shareholders. Except as herein or in the Articles of Incorporation otherwise provided, all corporate action shall be determined by a majority of the votes cast at a meeting of shareholders at which a quorum is present, by the holders of shares entitled to vote thereon. Section 2.10. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Section 2.11. Informal Action by Shareholders. Any action required to be taken at a meeting of the shareholders, or any action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of the shareholders entitled to vote with respect to the subject matter thereof, provided that if any greater proportion and voting power is required for such action, then such greater proportion of written consents shall be required. ARTICLE III - BOARD OF DIRECTORS Section 3.1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they deem proper. Section 3.2. Number, Tenure and Qualifications. The number of directors for the Board of Directors of the Corporation shall be not less than two nor more than ten. Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified. Directors need not be residents of the State of Nevada or shareholders of the Corporation. Section 3.3. Election of Board of Directors. The Board of Directors shall be chosen by ballot at the annual meeting of shareholders or at any meeting held in place thereof as provided by law. Section 3.4. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than by this Bylaw, immediately following and at the same place as the annual meeting of the shareholders. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings without other notice than such resolution. Members of the Board of Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other and participation in a meeting under this subsection shall constitute presence in person at the meeting, pursuant to Nevada Revised Statute, Section 78.315. Section 3.5. Special Meetings. Special meetings of the Board of Directors may be called by order of the Chairman of the Board, the President or by one-third of the directors. The Secretary shall give notice of the time, place and purpose or purposes of each special meeting by mailing the same at least two days before the meeting or by telephoning or telecopying or wiring the same at least one day before the meeting to each director. Section 3.6. Waiver of Notice. Whenever any notice whatever is required to be given by these Bylaws, or the Articles of Incorporation of the Corporation, or by any of the Corporation Laws of the State of Nevada, a director may waive the notice of meeting by attendance in person at the meeting, or by so stating in writing, either before or after such meeting. Attendance at a meeting for the express purpose of objecting that the meeting was not lawfully called or convened shall not, however, constitute a waiver of notice. Section 3.7. Quorum. A majority of the members of the Board of Directors, or a sole remaining director, shall constitute a quorum for the transaction of business, but less than a quorum may adjourn any meeting from time to time until a quorum shall be present, whereupon the meeting may be held, as adjourned, without further notice. At any meeting at which every director shall be present, even though without any notice, any business may be transacted. Section 3.8. Manner of Acting. At all meetings of the Board of Directors, each director shall have one vote. The act of a majority present at a meeting shall be the act of the Board of Directors, provided a quorum is present. Any action required to be taken or which may be taken at a meeting of the directors may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all the directors. The directors may conduct a meeting by means of a conference telephone or any similar communication equipment by which all persons participating in the meeting can hear each other. Section 3.9. Powers of Directors. The Board of Directors shall have the responsibility for the entire management of the business of the Corporation. In the management and control of the property, business and affairs of the Corporation the Board of Directors is hereby vested with all of the powers possessed by the Corporation itself so far as this delegation of authority is not inconsistent with the laws of the State of Nevada and with the Articles of Incorporation or with these Bylaws. The Board of Directors shall have the power to determine what constitutes net earnings, profits and surplus, respectively, and what amounts shall be reserved for working capital and for any other purpose and what amounts shall be declared as dividends, and such determination by the Board of Directors shall be final and conclusive. Section 3.10. Vacancies. A vacancy in the Board of Directors shall be deemed to exist in case of death, resignation or removal of any director, or if the authorized number of directors be increased, or if the shareholders fail at any meeting of shareholders at which any director is to be elected, to elect the full authorized number to be elected at that meeting. Any vacancy occurring in the Board of Directors, whether arising from death, resignation, removal (with or without cause), any increase in the number of directors or any other reason, may be filled by an affirmative vote of the majority of the remaining directors, though less than a quorum of the Board of Directors, by a sole remaining director, or by the shareholders at the next annual meeting thereof or at a special meeting thereof, and each director so elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Section 3.11. Removals. Directors may be removed at any time at a meeting called expressly for that purpose by a vote of the shareholders holding a majority of the shares issued and outstanding and entitled to vote. Such vacancy shall be filled by the directors then in office, though less than a quorum, to hold office until the next annual meeting or until his successor is duly elected and qualified, except that any directorship to be filled by reason of removal by the shareholders may be filled by election, by the shareholders, at the meeting at which the director is removed. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office. Section 3.12. Resignations. A director may resign at any time by delivering written notification thereof to the President or Secretary of the Corporation. Such resignation shall become effective upon its acceptance by the Board of Directors; provided, however, that if the Board of Directors has not acted thereon within ten days from the date of its delivery, the resignation shall upon the tenth day be deemed accepted. Section 3.13. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. Section 3.14. Compensation. By resolution of the Board of Directors, the directors shall be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Section 3.15. Emergency Power. When, due to a national disaster or death, a majority of the directors are incapacitated or otherwise unable to attend the meetings and function as directors, the remaining members of the Board of Directors shall have all powers necessary to function as a complete Board and, for the purpose of doing business and filling vacancies, shall constitute a quorum until such time as all directors can attend or vacancies can be filled pursuant to these Bylaws. Section 3.16. Chairman. The Board of Directors may elect from its own number a Chairman of the Board, who shall preside at all meetings of the Board of Directors, and shall perform such other duties as may be prescribed from time to time by the Board of Directors. ARTICLE IV - OFFICERS Section 4.1. Number. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, each of whom shall be elected by a majority of the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. In its discretion, the Board of Directors may leave unfilled for any such period as it may determine any office except those of President and Secretary. Any two or more offices may be held by the same person. Officers may or may not be directors or shareholders of the Corporation. Section 4.2. Election and Term of Office. The officers of the Corporation are to be elected by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Section 4.3. Resignation. Any officer may resign at any time by delivering a written resignation either to the President or to the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery. Section 4.4. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. Any such removal shall require a majority vote of the Board of Directors, exclusive of the officer in question if he is also a director. Section 4.5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, or if a new office shall be created, may be filled by the Board of Directors for the unexpired portion of the term. Section 4.6. President. The President shall be the chief executive and administrative officer of the Corporation. He shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, at meetings of the Board of Directors. He shall exercise such duties as customarily pertain to the office of President and shall have general and active supervision over the property, business and affairs of the Corporation and over its several officers. He may appoint officers, agents or employees other than those appointed by the Board of Directors. He may sign, execute and deliver in the name of the Corporation, powers of attorney, certificates of stock, contracts, bonds, deeds, mortgages and other obligations and shall perform such other duties as may be prescribed from time to time by the Board of Directors or by the Bylaws. Section 4.7. Vice President. The Vice President shall have such powers and perform such duties as may be assigned to him by the Board of Directors or the President. In the absence or disability of the President, the Vice President designated by the board or the President shall perform the Duties and exercise the powers of the President. In the event there is more than one Vice President and the Board of Directors has not designated which Vice President is to act as President, then the Vice President who was elected first shall act as President. A Vice President may sign and execute contracts and other obligations pertaining to the regular course of his duties. Section 4.8. Secretary. The Secretary shall keep the minutes of all meetings of the shareholders and of the Board of Directors and to the extent ordered by the Board of Directors or the President, the minutes of meetings of all committees. He shall cause notice to be given of the meetings of shareholders, of the Board of Directors and of any committee appointed by the board. He shall have custody of the corporate seal and general charge of the records, documents and papers of the Corporation not pertaining to the performance of the duties vested in other officers, which shall at all reasonable times be open to the examination of any director. He may sign or execute contracts with the President or Vice President thereunto authorized in the name of the Corporation and affix the seal of the Corporation thereto. He shall perform such other duties as may be prescribed from time to time by the board of Directors or by the Bylaws. He shall be sworn to the faithful discharge of his duties. Assistant Secretaries shall assist the Secretary and shall keep and record such minutes of meetings as shall be directed by the Board of Directors. Section 4.9. Treasurer. The Treasurer shall have general custody of the collection and disbursement of funds of the Corporation, for collection of checks, notes, and other obligations, and shall deposit the same to the credit of the Corporation in such bank or banks or depositories as the Board of Directors may designate. He may sign, with the President, or such other persons as may be designated for the purpose by the Board of Directors, all bills of exchange or promissory notes of the Corporation. He shall enter or cause to be entered regularly in the books of the Corporation full and accurate accounts of all monies received and paid by him on account of the Corporation, shall at all reasonable times exhibit his books and accounts to any director of the Corporation upon application at the office of the Corporation during business hours and, whenever required by the Board of Directors or the President, shall render a statement of his accounts. He shall perform such other duties as may be prescribed from time to time by the Board of Directors or by the Bylaws. Section 4.10. General Manager. The Board of Directors may employ and appoint a General Manager who may, or may not, be one of the officers or directors of the Corporation. If employed by the Board of Directors he shall be the chief operating officer of the Corporation and, subject to the directions of the Board of Directors, shall have general charge of the business operations of the Corporation and general supervision over its employees and agents. He shall have the exclusive management of the business of the Corporation and of all of its dealings, but at all times subject to the control of the Board of Directors. Subject to the approval of the Board of Directors or the executive committee, he shall employ all employees of the Corporation, or delegate such employment to subordinate officers, or such division officers, or such division chiefs, and shall have authority to discharge any person so employed. He shall make a quarterly report to the President and directors, or more often if required to do so, setting forth the result of the operations under his charge, together with suggestions looking to the improvement and betterment of the condition of the Corporation, and to perform such other duties as the Board of Directors shall require. Section 4.11. Officers. Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors. Section 4.12. Salaries. The salaries or other compensation of the officers of the Corporation shall be fixed from time to time by the Board of Directors except that the Board of Directors may delegate to any person or group of persons the power to fix the salaries or other compensation of any subordinate officers or agents. No officer shall be prevented from receiving any such salary or compensation by reason of the fact that he is also a director of the corporation. Section 4.13. Surety Bonds. In case the Board of Directors shall so require, any officer or agent of the corporation shall execute to the Corporation a bond in such sums and with sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence and for the accounting for all property, monies or securities of the Corporation which may come into his hands. ARTICLE V - COMMITTEES Section 5.1. Executive Committee. The Board of Directors may appoint from among its members an Executive Committee of not less than two nor more than seven members, one of whom shall be the President, and shall designate one or more of its members as alternates to serve as a member or members of the Executive Committee in the absence of a regular member or members. The Board of Directors reserves to itself alone the power to declare dividends, issue stock, recommend to shareholders any action requiring their approval, change the membership of any committee at any time, fill vacancies therein, and discharge any committee either with or without cause at any time. Subject to the foregoing limitations, the Executive Committee shall possess and exercise all other powers of the Board of Directors during the intervals between meetings of the Board of Directors. Section 5.2. Other Committees. The Board of Directors may also appoint from among its own members such other committees as the Board may determine, which shall in each case consist of not less than two directors, and which shall have such powers and duties as shall from time to time be prescribed by the Board. The President shall be a member ex officio of each committee appointed by the Board of Directors. A majority of the members of any committee may fix its rules of procedure. ARTICLE VI - CONTRACTS, LOANS, DEPOSITS AND CHECKS Section 6.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Section 6.2. Loans. No loan or advances shall be contracted on behalf of the Corporation, no negotiable paper or other evidence of its obligation under any loan or advance shall be issued in its name, and no property of the Corporation shall be mortgaged, pledged, hypothecated or transferred as security for the payment of any loan, advance, indebtedness or liability of the corporation unless and except as authorized by the Board of Directors. Any such authorization may be general or confined to specific instances. Section 6.3. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select, or as may be selected by any officer or agent authorized to do so by the Board of Directors. Section 6.4. Checks and Drafts. All notes, drafts, acceptances, checks, endorsements and evidences of indebtedness of the Corporation shall be signed by such officer or officers or such agent or agents of the Corporation and in such manner as the Board of Directors from time to time may determine. Endorsements for deposit to the credit of the Corporation in any of its duly authorized depositories shall be made in such manner as the Board of Directors from time to time may determine. Section 6.5. Bonds and Debentures. Every bond or debenture issued by the Corporation shall be evidenced by an appropriate instrument which shall be signed by the President or a Vice President and by the Treasurer or by the Secretary, and sealed with the seal of the Corporation. The seal may be facsimile, engraved or printed. Where such bond or debenture is authenticated with the manual signature of an authorized officer of the Corporation or other trustee designated by the indenture of trust or other agreement under which such security is issued, the signature of any of the Corporation's officers named thereon may be facsimile. In case any officer who signed, or whose facsimile signature has been used on any such bond or debenture, shall cease to be an officer of the Corporation for any reason before the same has been delivered by the Corporation, such bond or debenture may nevertheless be adopted by the Corporation and issued and delivered as though the person who signed it or whose facsimile signature has been used thereon had not ceased to be such officer. ARTICLE VII - CAPITAL STOCK Section 7.1. Certificates of Shares. The shares of the Corporation shall be represented by certificates prepared by the Board of Directors and signed by the President or a Vice President, and by the Secretary, or an Assistant Secretary, and sealed with the seal of the Corporation or a facsimile. The signatures of such officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or one of its employees. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board may prescribe. Section 7.2. Transfer of Shares. Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes. Section 7.3. Transfer Agent and Registrar. The Board of Directors shall have power to appoint one or more transfer agents and registrars for the transfer and registration of certificates of stock of any class, and may require that stock certificates shall be countersigned and registered by one or more of such transfer agents and registrars. Section 7.4. Lost or Destroyed Certificates. The Corporation may issue a new certificate to replace any certificate theretofore issued by it alleged to have been lost or destroyed. The Board of Directors may require the owner of such a certificate or his legal representatives to give the Corporation a bond in such sum and with such sureties as the Board of Directors may direct to indemnify the Corporation and its transfer agents and registrars, if any, against claims that may be made on account of the issuance of such new certificates. A new certificate may be issued without requiring any bond. Section 7.5. Consideration for Shares. The capital stock of the Corporation shall be issued for such consideration, but not less than the par value thereof, as shall be fixed from time to time by the Board of Directors. In the absence of fraud, the determination of the Board of Directors as to the value of any property or services received in full or partial payment of shares shall be conclusive. Section 7.6. Registered Shareholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder thereof in fact, and shall not be bound to recognize any equitable or other claim to or on behalf of the Corporation, any and all of the rights and powers incident to the ownership of such stock at any such meeting, and shall have power and authority to execute and deliver proxies and consents on behalf of the Corporation in connection with the exercise by the Corporation of the rights and powers incident to the ownership of such stock. The Board of Directors, from time to time may confer like powers upon any other person or persons. ARTICLE VIII - INDEMNIFICATION Section 8.1. Indemnification. No officer or director shall be personally liable for any obligations arising out of any acts or conduct of said officer or director performed for or on behalf of the Corporation. The Corporation shall and does hereby indemnify and hold harmless each person and his heirs and administrators who shall serve at any time hereafter as a director or officer of the Corporation from and against any and all claims, judgments and liabilities to which such persons shall become subject by reason of any action alleged to have been heretofore or hereafter taken or omitted to have been taken by him as such director or officer, and shall reimburse each such person for all legal and other expenses reasonably incurred by him in connection with any such claim of liability; including power to defend such person from all suits as provided for under the provisions of the Nevada Corporation Laws; provided, however that no such person shall be indemnified against, or be reimbursed for, any expense incurred in connection with any claim or liability arising out of his own gross negligence or willful misconduct. The rights accruing to any person under the foregoing provisions of this section shall not exclude any other right to which he may lawfully be entitled, nor shall anything herein contained restrict the right of the Corporation to indemnify or reimburse such person in any proper case, even though not specifically herein provided for. The Corporation, its directors, officers, employees and agents shall be fully protected in taking any action or making any payment or in refusing so to do in reliance upon the advice of counsel. Section 8.2. Other Indemnification. The indemnification herein provided shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer or employee and shall inure to the benefit of the heirs, executors and administrators of such a person. Section 8.3. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation in such capacity for another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against liability under the provisions of this Article VIII or the laws of the State of Nevada. Section 8.4. Settlement by Corporation. The right of any person to be indemnified shall be subject always to the right of the Corporation by its Board of Directors, in lieu of such indemnity, to settle any such claim, action, suit or proceeding at the expense of the Corporation by the payment of the amount of such settlement and the costs and expenses incurred in connection therewith. ARTICLE IX - AMENDMENTS These Bylaws may be altered, amended, repealed, or added to by the affirmative vote of the holders of a majority of the shares entitled to vote in the election of any director at an annual meeting or at a special meeting called for that purpose, provided that a written notice shall have been sent to each shareholder of record entitled to vote at such meetings at least ten days before the date of such annual or special meetings, which notice shall state the alterations, amendments, additions, or changes which are proposed to be made in such Bylaws. Only such changes shall be made as have been specified in the notice. The Bylaws may also be altered, amended, repealed, or new Bylaws adopted by a majority of the entire Board of Directors at any regular or special meeting. Any Bylaws adopted by the Board may be altered, amended, or repealed by a majority of the shareholders entitled to vote. ARTICLE X - FISCAL YEAR The fiscal year of the Corporation shall be December 31, and may be varied by resolution of the Board of Directors. ARTICLE XI - DIVIDENDS The Board of Directors may at any regular or special meeting, as they deem advisable, declare dividends payable out of the unreserved and unrestricted earned surplus of the Corporation except the directors may declare dividends in accordance with the laws of the State of Nevada. ARTICLE XII - CORPORATE SEAL The seal of the Corporation shall be in the form of a circle and shall bear the name of the Corporation and the year of incorporation. Adopted by resolution of the Board of Directors on the 20th day of April, 1998. /s/ Matthew Blair ------------------------------ Matthew Blair, Secretary TRITON ACQUISITION CORPORATION (a Nevada corporation) EX-3.3 5 ARTICLES OF MERGER - ----------------- EXHIBIT 3.3 - ----------------- ARTICLES OF MERGER OF FOREIGN AND DOMESTIC CORPORATIONS The undersigned domestic and foreign corporations adopt the following Articles of Merger for the purpose of merging one of such corporations into the other of such corporations. 1. The names of the undersigned corporations and the states under the laws of which they are respectively organized are: Name of Corporation State of Incorporation DCC Acquisition Corporation Nevada DataLink Capital Corporation Florida 2. The laws of the state under which such foreign corporation is organized permit such merger. 3. The name of the surviving corporation is DCC Acquisition Corporation, a Nevada corporation, and it is to be governed by the laws of the State of Nevada. Its registered office is located at 502 East John Street, Carson City, Nevada 89706. 4. The Agreement of Merger and Plan of Merger and Reorganization, which was approved by the shareholders of the undersigned domestic corporation in the manner prescribed by the laws of the State of Nevada and approved by the undersigned foreign corporation in the manner prescribed by the laws of the State of Florida under which it is organized, is set forth in Exhibit "A" attached hereto and incorporated herein by this reference. 5. As to each of the undersigned corporations, the number of shares outstanding and the designation and number of outstanding shares of each class entitled to vote as a class on such Agreement of Merger and Plan of Merger and Reorganization are as follows: Number of Common Name of Corporation Shares Outstanding DCC Acquisition Corporation 1,000 DataLink Capital Corporation 1,456,097 None of the shares of a class of the domestic or foreign corporation was entitled to vote as a class. 6. As to each of the undersigned corporations, the total number of shares voted for and against such Agreement of Merger and Plan of Merger and Reorganization, respectively, is as follows: Number of Shares Name of Corporation Total Voted For Total Voted Against DCC Acquisition Corporation 1,000 -0- DataLink Capital Corporation 1,456,097 -0- Dated: December 26, 1998. DCC ACQUISITION CORPORATION (a Nevada corporation) By: /s/ Glenn A. Little --------------- Glenn A. Little President By: /s/ Assistant Secretary DATALINK CAPITAL CORPORATION (a Florida corporation) By: /s/ Glenn A. Little --------------- Glenn A. Little President By: /s/ Assistant Secretary STATE OF TEXAS ) COUNTY OF MIDLAND ) The undersigned notary public does hereby certify that on this 26th day of December, 1998, personally appeared before me Glenn A. Little, who, being by me first duly sworn, declared that he is the President of DCC Acquisition Corporation, a Nevada corporation, and President of DataLink Capital Corporation, a Florida corporation, that he signed the foregoing document as President of each of such corporations and that the statements therein contained are true. /s/ Notary Public STATE OF TEXAS ) COUNTY OF MIDLAND ) The undersigned notary public does hereby certify that on this 26th day of December, 1998, personally appeared before me, who, being by me first duly sworn, declared that he/she is the Assistant Secretary of DCC Acquisition Corporation, a Nevada corporation, and Assistant Secretary of DataLink Capital Corporation, a Florida corporation, that he signed the foregoing document as Assistant Secretary of each of such corporations and that the statements therein contained are true. /s/ Notary Public EX-3.4 6 ARTICLES OF MERGER - ----------------- EXHIBIT 3.4 - ----------------- ARTICLES OF MERGER OF FOREIGN AND DOMESTIC CORPORATIONS Pursuant to the provisions of Section 607.1109 of the Florida General Corporation Act, the undersigned domestic and foreign corporations adopt the following Articles of Merger for the purpose of merging one of such corporations into the other of such corporations. 1. The names of the undersigned corporations and the states under the laws of which they are respectively organized are: Name of Corporation State of Incorporation DataLink Capital Corporation Florida DCC Acquisition Corporation Nevada 2. The laws of the state under which such foreign corporation is organized permit such merger. 3. The name of the surviving corporation is DCC Acquisition Corporation, a Nevada corporation, and it is to be governed by the laws of the State of Nevada. Its registered office is located at 502 East John Street, Carson City, Nevada 89706. 4. The Agreement of Merger and Plan of Merger and Reorganization, which was approved by the shareholders of the undersigned domestic corporation in the manner prescribed by the provisions contained in Section 607.1101 - .1107 of the Florida General Corporation Act and approved by the undersigned foreign corporation in the manner prescribed by the laws of the State of Nevada under which it is organized, is set forth in Exhibit "A" attached hereto and incorporated herein by this reference. 5. As to each of the undersigned corporations, the number of shares outstanding and the designation and number of outstanding shares of each class entitled to vote as a class on such Agreement of Merger and Plan of Merger and Reorganization are as follows: Number of Common Name of Corporation Shares Outstanding DataLink Capital Corporation 1,456,097 DCC Acquisition Corporation 1,000 None of the shares of a class of the domestic or foreign corporation was entitled to vote as a class. 6. As to each of the undersigned corporations, the total number of shares voted for and against such Agreement of Merger and Plan of Merger and Reorganization, respectively, is as follows: Number of Shares Name of Corporation Total Voted For Total Voted Against DataLink Capital Corporation 879,300 -0- DCC Acquisition Corporation 1,000 -0- 7. DCC Acquisition Corporation, a Nevada corporation, the surviving corporation, hereby: (a) agrees that it may be served with process in the State of Florida in any proceeding for the enforcement of any obligation of the undersigned domestic corporation and in any proceeding for the enforcement of the rights of a dissenting shareholder of such domestic corporation against the surviving corporation; (b) irrevocably appoints the Secretary of State of Florida as its agent to accept service of process in any proceedings; and (c) agrees that it will promptly pay to the dissenting shareholders of such domestic corporation the amount, if any, to which they shall be entitled under the provisions of the Florida General Corporation Act with respect to the rights of dissenting shareholders. Dated: December 26, 1998. DCC ACQUISITION CORPORATION (a Nevada corporation) By: /s/ Glenn A. Little --------------- Glenn A. Little President By: /s/ Assistant Secretary DATALINK CAPITAL CORPORATION (a Florida corporation) By: /s/ Glenn A. Little --------------- Glenn A. Little President By: /s/ Assistant Secretary STATE OF TEXAS ) COUNTY OF MIDLAND ) The undersigned notary public does hereby certify that on this 26th day of December, 1998, personally appeared before me Glenn A. Little, who, being by me first duly sworn, declared that he is the President of DataLink Capital Corporation, a Florida corporation, and President of DCC Acquisition Corporation, a Nevada corporation, that he signed the foregoing document as President of each of such corporations and that the statements therein contained are true. /s/ Notary Public STATE OF TEXAS ) COUNTY OF MIDLAND ) The undersigned notary public does hereby certify that on this 26th day of December, 1998, personally appeared before me, who, being by me first duly sworn, declared that he/she is the Assistant Secretary of DataLink Capital Corporation, a Florida corporation, and Assistant Secretary of DCC Acquisition Corporation, a Nevada corporation, that he signed the foregoing document as Assistant Secretary of each of such corporations and that the statements therein contained are true. /s/ Notary Public -----END PRIVACY-ENHANCED MESSAGE-----