Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12G Registration of Securities of a Small-Business 84 323K
Issuer
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, 21 66K
Liquidation or Succession
3: EX-3.1 Articles of Incorporation/Organization or By-Laws 5 21K
4: EX-3.2 Articles of Incorporation/Organization or By-Laws 3 16K
5: EX-3.3 Articles of Incorporation/Organization or By-Laws 12 39K
6: EX-4.1 Instrument Defining the Rights of Security Holders 2 14K
7: EX-10.1 Material Contract 10 52K
16: EX-10.10 Material Contract 6 28K
17: EX-10.11 Material Contract 23 78K
18: EX-10.12 Material Contract 53 150K
19: EX-10.13 Material Contract 19 58K
20: EX-10.14 Material Contract 2 17K
21: EX-10.15 Material Contract 20 55K
22: EX-10.16 Material Contract 1 12K
23: EX-10.17 Material Contract 7 48K
24: EX-10.18 Material Contract 2 15K
25: EX-10.19 Material Contract 15 62K
8: EX-10.2 Material Contract 17 53K
26: EX-10.20 Material Contract 8± 42K
27: EX-10.21 Material Contract 10 35K
28: EX-10.22 Material Contract 5 32K
29: EX-10.23 Material Contract 5 33K
30: EX-10.24 Material Contract 5 34K
31: EX-10.25 Material Contract 5 20K
32: EX-10.26 Material Contract 3 21K
33: EX-10.27 Material Contract 17± 78K
34: EX-10.28 Material Contract 3 23K
35: EX-10.29 Material Contract 8 41K
9: EX-10.3 Material Contract 8 30K
36: EX-10.30 Material Contract 4 27K
37: EX-10.31 Material Contract 16 76K
10: EX-10.4 Material Contract 4 23K
11: EX-10.5 Material Contract 6± 33K
12: EX-10.6 Material Contract 10 40K
13: EX-10.7 Material Contract 13 51K
14: EX-10.8 Material Contract 8 24K
15: EX-10.9 Material Contract 2 17K
38: EX-21.1 Subsidiaries of the Registrant 1 10K
39: EX-27.1 Financial Data Schedule (Pre-XBRL) 1 14K
EX-3.1 — Articles of Incorporation/Organization or By-Laws
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ARTICLES OF INCORPORATION
OF
DATA GROWTH, INC.
WE, THE UNDERSIGNED natural persons of the age of twenty-one (21) years or
more, acting as incorporators of a corporation under the Nevada Business
Corporation Act, adopt the following Articles of Incorporation for such
corporation.
ARTICLE I - NAME
----------------
The name of the Corporation is Data Growth, Inc.,
ARTICLE II - DURATION
---------------------
The duration of the corporation is perpetual.
ARTICLE III - PURPOSES
----------------------
The purpose or purposes for which this corporation is engaged are:
(a) To engage in the specific business of making investments, including
investment in, purchase and ownership of any and all kinds of property, assets
or business, whether alone or in conjunction with others. Also, to acquire,
develop, explore and otherwise deal inland with all kinds of real and personal
property and all related activates, and for any and all other lawful purposes.
(b) To acquire by purchase, exchange, gift, bequest, subscription, or
otherwise; and to hold, own, mortgage, pledge, hypothecate, sell, assign,
transfer, exchange, or otherwise dispose of or deal in, or with its own
corporate securities or stock or other securities including, without
limitations, any shares of stock, bonds,
debentures, notes, mortgages, or other obligations, and any certificates,
receipts or other instruments representing rights or interests therein on any
property or assets created or issued by any person, firm, associate, or
corporation, or instrumentalities thereof; to make payment therefor in any
lawful manner or to issue in exchange therefor its unreserved earned surplus for
the purchase of its own shares, and to exercise as owner or holder of any
securities, any and all rights, powers, and privileges in respect thereof.
(c) To do each and everything necessary, suitable, or proper for the
accomplishment of any of the purposes or the attainment of any one or more of
the subjects herein enumerated, or which may, at any time, appear conducive to
or expedient for the protection or benefit of this corporation, and to do said
acts as fully and to the same extent as natural persons might, or could do in
any part of the world as principals, agents, partners, trustees, or otherwise,
either alone or in conjunction with any other person, association, or
corporation.
(d) The foregoing clauses shall be construed both as purposes and powers and
shall not be held to limit or restrict in any manner the general powers of the
corporation, and the enjoyment and exercise thereof, as conferred by the laws of
the State of Utah; and it is the intention that the purposes and powers
specified in each of the paragraphs
of this Article III shall be regarded as independent purposes and powers.
ARTICLE IV - STOCK
------------------
The aggregate number of shares which this corporation shall have authority
to issue is 50,000,000 shares of Common Stock having a par value of $.OO1 per
share. All stock of the corporation shall be of the same class, common, and
shall have the same rights and preferences. Fully-paid stock of this
corporation shall not be liable to any further call or assessment.
ARTICLE V - AMENDMENT
---------------------
These Articles of Incorporation may be amended by the affirmative vote of
"a majority" of the shares entitled to vote on ench such amendment.
ARTICLE VI - SHAREHOLDERS RIGHTS
-----------------------------------
The authorized and treasury 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 pre-emptive rights to acquire unissued shares of the
stock of this corporation.
ARTICLE VII - CAPITALIZATION
----------------------------
This corporation will not commence business until consideration of a value
of at least $1,000 has been received for the issuance of said shares.
ARTICLE VIII - INTTIAL OFFICE AND AGENT
---------------------------------------
The Corporate Trust Company of Nevada
One East First Street
Reno, NV 89501
ARTICLE IX - DIRECTORS
----------------------
The directors are hereby given the authority to do any act on behalf of the
corporation by law and in each instance where the Business Corporation Act
provides that the directors may act in certain instances where the Articles of
Incorporation authorize such action by the directors, the directors are hereby
given authority to act in such instances without specifically numerating such
potential action or instance herein.
The directors are specifically given the authority to mortgage or pledge
any or all assets of the business without stockholders' approval.
The number of directors constituting the initial Board of Directors of this
corporation is three. The names and addresses of persons who are to serve as
Directors until the first annual meeting of stockholders or until their
successors are elected and qualify, are:
NAME ADDRESS
Gary Peterson 2726 East 2500 North
Layton, Utah 84041
Melbourne Romney III 1764 Laird Avenue
Salt Lake City, Utah 84108
Josehine Rudd 12014 South Millridge Circle Sandy, Utah 84070
ARTICLE X - ICORPORATORS
--------------------------
The name and address of each Incorporator is:
NAME ADDRESS
Thomas G. Kimble 311 South State, 1440 -
Salt Lake City, UT 84111
Leon W. Crockett 311 South State, #440
Salt Lake Citv. UT 84111
Van L. Butler 311 South State, #440
Salt Lake City, UT 84111
ARTICLE XI
----------
COMNON DIRECTORS - TRANSACTIONS BENTEEN CORPORATIONS
----------------------------------------------------
No contract or other transaction between this corporation and any 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 relationship 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 the contract or
transaction by vote or consent 'Sufficient for the purpose without counting the
votes or consents of such interested director; or (b) the fact of such
relationship or interest is disclosed or known to the stockholders entitled to
vote and they authorize, approve, or ratify such contract or transaction by vote
or written consent, or (c) the contract or transaction is fair and reasonable to
the corporation.
Common or interested directors may be counted in de termining 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.
Under penalties of perjury, we declare that these Articles of Incorporation have
been examined by us and are, to the best of our knowledge and belief, true,
correct and complete.
DATED this 21st day of January, 1986.
----
s Thomas G. Kimble
---------------------
s Leon W. Crockett
---------------------
s Van L. Butler
---------------------
STATE OF UTAH )
:ss.
COUNTY OF SALT LAKE )
On the 21st day of January, 1986, personally appeared before me, Thomas G.
----
Kimble, Leon W. Crockett and Van L. Butler, who duly acknowledged to me that
they signed the foregoing Articles of Incorporation.
__________________
NOTARY PUBLIC
Residing at: __________
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