Pegasus Wireless Corp – ‘10KSB’ for 12/31/01 – EX-3

On:  Tuesday, 4/16/02   ·   For:  12/31/01   ·   Accession #:  1075793-2-162   ·   File #:  0-32567

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Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Annual Report -- Small Business                       47    197K 
 2: EX-3        Articles of Incorporation/Organization or By-Laws      2      8K 
 3: EX-10       Material Contract                                      4     18K 
 4: EX-10       Material Contract                                     16     33K 

EX-3   —   Articles of Incorporation/Organization or By-Laws

EX-3
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FILED#C9474-00                                                                  
                                                            Filing  fee:
                                                           Receipt  #:
APR.  02  2002               Restated  Articles  of  Incorporation              
IN  THE  OFFICE  OF               (PURSUANT  TO  NRS  78)                       
DEAN  HELLER,                        STATE  OF  NEVADA                          
SECRETARY  OF  STATE                Secretary  of  State                        

(For  filing  office  use)                                        (For  filing  
office  use)                                                                    
------------------------------------------------------------------------------  
IMPORTANT:  Read instructions on reverse side before completing this form.
TYPE OR PRINT (BLACK INK ONLY)

 ARTICLE 1
NAME
----

The  name  of  the  corporation  is:     BLUE  INDUSTRIES  INC.                 
                        ----------------------

 ARTICLE 2
 NUMBER OF SHARES THE CORPORATION IS AUTHORIZED TO ISSUE
 -------------------------------------------------------

The aggregate number of shares that the Corporation will have authority to issue
is  Two  Hundred  Million  (200,000,000)  shares,  of  which One Hundred Million
(100,000,000) shares will be common stock, with a par value of $0.001 per share,
and One Hundred Million (100,000,000) shares will be preferred stock, with a par
value  of  $0.001  per  share.                                                  

The  Preferred  Stock  may  be  divided  into and issued in series. The Board of
Directors  of  the  Corporation is authorized to divide the authorized shares of
Preferred Stock into one or more series, each of which shall be so designated as
to  distinguish  the  shares  thereof  from  the  shares of all other series and
classes.  The  Board  of  Directors of the Corporation is authorized, within any
limitations  prescribed  by  law  and  this  Article,  to  fix and determine the
designations,  rights, qualifications, preferences, limitations and terms of the
shares  of  any  series  of  Preferred  Stock  including  but not limited to the
following.                                                                      

(a)     The  rate  of  dividend,  the  time  of  payment  of  dividends, whether
dividends  are  cumulative,  and the date from which any dividends shall accrue;

(b)     Whether shares may be redeemed, and, if so, the redemption price and the
terms  and  conditions  of  redemption;                                         

(c)     The  amount payable upon shares in the event of voluntary or involuntary
liquidation;                                                                    

(d)     Sinking fund or other provisions, if any, for the redemption or purchase
of  shares;                                                                     

(e)     The terms and conditions on which shares may be converted, if the shares
of  any  series  are  issued  with  the  privilege  of  conversion;             

EX-3
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(f)     Voting  powers,  if  any, provided that if any of the Preferred Stock or
series  thereof  shall  have voting rights, such Preferred Stock or series shall
vote  only  on  a  share  for  share  basis with the Common Stock on any matter,
including but not limited to the election of directors, for which such Preferred
Stock  or  series  has  such  rights;  and                                      

(g)     Subject  to the foregoing, such other terms, qualifications, privileges,
limitations,  options,  restrictions,  and  special  or  relative  rights  and  
preferences,  if  any, of shares or such series as the Board of Directors of the
Corporation  may,  at  the  time so acting, lawfully fix and determine under the
laws  of  the  State  of  Nevada.                                               

 ARTICLE 3
PURPOSE OF CORPORATION
----------------------

The  purpose  of  the  corporation  shall  be:     any  lawful  purpose.        
                                          --------------------

 ARTICLE 4
 OTHER MATTERS
 -------------

No  other  matters.                                                             

 ARTICLE 5
 APPROVAL OF RESTATED ARTICLES BY SHAREHOLDERS
 ---------------------------------------------

The  vote  by which the stockholders holding shares in the corporation 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/restated articles is:  83.9%.
                                                                          ------

 ARTICLE 6
OFFICERS' SIGNATURES
--------------------

"Fernand  Leloroux"                              "Cyril  Heitler"               
__________________________                    ____________________________      
Fernand  Leloroux,  President                    Cyril  Heitzler,  Secretary