ARTICLES OF INCORPORATION
REALITY INTERACTIVE, INC.
The undersigned natural persons of the age of eighteen (18) years or more
acting as incorporator of a corporation under the Nevada Revised Civil Statute
78, hereby adopts the following Articles of Incorporation:
The name of the corporation (hereinafter called "Corporation") is Reality
PERIOD OF DURATION
The period of duration of the Corporation is perpetual.
PURPOSES AND POWERS
The purpose for which this Corporation is organized is to engage in the
business of investing in investments of all forms and nature and to engage in
any and all other lawful business.
The total number of shares of stock which the Corporation shall have the
authority to issue is one hundred and five million (105,000,000) shares,
consisting of one hundred million (100,000,000) shares of Common Stock having a
par value of $.001 per share and five million (5,000,000) shares of Preferred
Stock having a par value of $.001 per share.
A. Preferred Stock
The Board of Directors is authorized, subject to the limitations prescribed
by law and the provisions of this Article, 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 the qualifications, limitations or restrictions thereof.
1. 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
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 dates 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
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
2. Dividends on outstanding shares of Preferred Stock shall be paid or
declared and set apart for payment, before any dividends shall be paid
or declared and set apart for payment on Common Stock with respect to
the same dividend period.
3. If upon any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the assets available for distribution
to holders of shares of Preferred Stock of all series shall be
insufficient to pay such holders the full preferential amount to which
they are entitled, then such assets shall be distributed ratably among
the shares of all series of Preferred Stock in accordance with the
respective preferential amounts (including unpaid cumulative
dividends, if any) payable with respect thereto.
4. Unless otherwise provided in any resolution of the Board of Directors
providing for the issuance of any particular series of Preferred
Stock, no holder of Preferred Stock shall have any pre-emptive right
as such holder to subscribe for, purchase or receive any part of any
new or additional issue of capital stock of any class or series,
including unissued and treasury stock, or obligations or other
securities convertible into or exchangeable for capital stock of any
class or series, or warrants or other instruments evidencing rights or
options to subscribe for, purchase or receive any capital stock of any
class or series, whether now or hereafter authorized and whether
issued for cash or other consideration or by way of dividend.
B. Common Stock
1. Subject to the prior and superior rights of the Preferred Stock and on
the conditions set forth in the foregoing parts of this Article or in
any resolution of the Board of Directors providing for the issuance of
any particular series of Preferred Stock, and not otherwise, such
dividends (payable in cash, stock or otherwise) as may be determined
by the Board of Directors may be declared and paid on the Common Stock
from time to time out of any funds legally available therefor.
2. Except as otherwise provided by law, by this Certificate of
Incorporation or by the resolution or resolutions of the Board of
Directors providing for the issue of any series of the Preferred
Stock, the Common Stock shall have the exclusive right to vote for the
election of directors and for all other purposes, each holder of the
Common Stock being entitled to one vote for each share held.
3. Upon any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, and after the holders of the
Preferred Stock of each series shall have been paid in full the amount
to which they respectively shall be entitled, or a sum sufficient for
such payments in assets of the Corporation shall be distributed pro
rata to the holders of the Common Stock in accordance with their
respective rights and interests, to the exclusion of the holders of
the Preferred Stock.
REGISTERED OFFICE AND AGENT
The name and address of the corporation's registered agent is The
Corporation Trust Company of Nevada to be located c/o The Corporation Trust
Company, 6100 Neil Road, Suite 500, Reno, Nevada 89511.
The Corporation shall be governed by a Board of Directors consisting of one
director as shall be fixed the Corporation's bylaws.
Natalie Boss 4766 Holladay Blvd.
Holladay, UT 84117
DENIAL OF PREEMPTIVE RIGHTS
There shall be no preemptive right to acquire unissued and/or treasury
shares of the stock of the Corporation.
LIABILITY OF OFFICERS AND DIRECTORS
A director or officer of the Corporation shall not be liable to the
Corporation or its shareholders for damages for breach of fiduciary duty as a
director or officer unless the act or omission involves intentional misconduct,
fraud, a knowing violation of law or the payment of an unlawful dividend in
violation of NRS 78.300.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation shall indemnify any and all persons who may serve or
who have served 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 assigns, 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 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 of the Corporation, or of
such other corporation, except in relation to matters as to which any such
director or officer of the Corporation, or of such other corporation or former
director or officer or person shall be adjudged in any action, suit or
proceeding to be liable for his own negligence or 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, by law, agreement, vote
of shareholder or otherwise.
DATED this ___ day of January 2002. Incorporator:
Vanderkam & Sanders
440 Louisiana, #475
Houston, TX 77002
STATE OF TEXAS ss.
COUNTY OF HARRIS ss.
On ______________, 2001 personally appeared before me, a Notary Public,
Hank Vanderkam, who acknowledged that he executed the above document in his
capacity as Incorporator of Gamers Republic, Inc.
Notary Public for the State of Texas
Certificate of Amendment
1. Name of corporation: Reality Interactive, Inc.
2. Articles have been amended as follows (provide article numbers, if
Article IV Capitalization. Following a 1:100 reverse stock split, the
Articles are amended to reauthorize one hundred and five million
(105,000,000) shares, consisting of one hundred million (100,000,000)
shares of Common Stock having a par value of $.001 per share and five
million (5,000,000) shares of Preferred Stock having a par value of $.001
3. The vote by which the stockholders holding shares in the cooperation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a
vote by classes or series, or as may be required by the provisions of the
articles of incorporation have voted in favor of the amendment is:
4. Officer Signature (Required):
/s/ David Loev, Assistant Secretary
* If any proposed amendment would alter or change any preference or any
relative or other right given to any class or series of outstanding shares,
then the amendment must be approved by the vote, in addition to the
affirmative vote otherwise required, of the holders of shares representing
a majority of the voting power of each class or series affected by the
amendment regardless of limitations or restrictions on the voting power
[As filed 2-7-2002]