The Unabridged History of Winners and Losers

[Tatari Gami]

Winners Articles of Incorporation
http://www.freeedgar.com/search/ViewFilings.asp?CIK=1045181&...

July 16, 1997 date stamp for the Secretary of State
for the State of Nevada appears here NO. C15271 97:

ARTICLES OF INCORPORATION
OF
WINNERS INTERNET NETWORK, INC.

The undersigned, natural person of eighteen years or more of age, acting as
incorporator of a Corporation (the "Corporation") under the Nevada Revised
Statutes, adopts the following Articles of Incorporation for the Corporation:

ARTICLE I
NAME OF CORPORATION

The name of the Corporation is Winners Internet Network, Inc.

ARTICLE II
SHARES

The amount of the total authorized capital stock of the Corporation is
20,000,000 shares of common stock, par value $.001 per share. Each share of
common stock shall have one (1) vote. Such stock may be issued from time to
time without any action by the stockholders for such consideration as may be
fixed from time to time by the Board of Directors, and shares so issued, the
full consideration for which has been paid or delivered, shall be deemed the
full paid up stock, and the holder of such shares shall not be liable for any
further payment thereof. Said stock shall not be subject to assessment to pay
the debts of the Corporation, and no paid-up stock and no stock issued as
fully paid, shall ever be assessed or assessable by the Corporation.

The Corporation is authorized to issue 20,000,000 shares of common stock, par
value $.001 per share.

ARTICLE III
REGISTERED OFFICE AND AGENT

The address of the initial registered office of the Corporation is 1025
Ridgeview, Suite 400, Reno, Nevada 89509 and the name of its initial
registered agent at such address is Michael J. Morrison.

ARTICLE IV
INCORPORATOR

The name and address of the incorporator is:

NAME ADDRESS

Anita Patterson 215 South State Street, Suite 1100
Salt Lake City, Utah 84111

ARTICLE V
DIRECTORS

The members of the governing board of the Corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the bylaws of the
Corporation, provided that the number of directors shall not be reduced to
less than one (1). The name and post office address of the first board of
directors, which shall be one in number, is as follows:

NAME ADDRESS

Michael Otto 157 South 1200 East
Salt Lake City, Utah 84102

ARTICLE VI
GENERAL

A. The board of directors shall have the power and authority to make and
alter, or amend, the bylaws, to fix the amount in cash or otherwise, to be
reserved as working capital, and to authorize and cause to be executed the
mortgages and liens upon the property and franchises of the Corporation.

B. The board of directors shall, from time to time, determine whether, and to
what extent, and at which times and places, and under what conditions and
regulations, the accounts and books of this Corporation, or any of them, shall
be open to the inspection of the stockholders; and no stockholder shall have
the right to inspect any account, book or document of this Corporation except
as conferred by the Statutes of Nevada, or authorized by the directors or any
resolution of the stockholders.

C. No sale, conveyance, transfer, exchange or other disposition of all or
substantially all of the property and assets of this Corporation shall be made
unless approved by the vote or written consent of the stockholders entitled to
exercise two-thirds (2/3) of the voting power of the Corporation.


D. The stockholders and directors shall have the power to hold their
meetings, and keep the books, documents and papers of the Corporation outside
of the State of Nevada, and at such place as may from time to time be
designated by the bylaws or by resolution of the board of directors or
stockholders, except as otherwise required by the laws of the State of Nevada.

E. The Corporation shall indemnify each present and future officer and
director of the Corporation and each person who serves at the request of the
Corporation as an officer or director of the Corporation, whether or not such
person is also an officer or director of the Corporation, against all costs,
expenses and liabilities, including the amounts of judgments, amounts paid in
compromise settlements and amounts paid for services of counsel and other
related expenses, which may be incurred by or imposed on him in connection
with any claim, action, suit, proceeding, investigation or inquiry hereafter
made, instituted or threatened in which he may be involved as a party or
otherwise by reason of any past or future action taken or authorized and
approved by him or any omission to act as such officer or director, at the
time of the incurring or imposition of such costs, expenses, or liabilities,
except such costs, expenses or liabilities as shall relate to matters as to
which he shall in such action, suit or proceeding, be finally adjudged to be
liable by reason of his negligence or willful misconduct toward the
Corporation or such other Corporation in the performance of his duties as such
officer or director, as to whether or not a director or officer was liable by
reason of his negligence or willful misconduct toward the Corporation or such
other Corporation in the performance of his duties as such officer or
director, in the absence of such final adjudication of the existence of such
liability, the board of directors and each officer and director may
conclusively rely upon an opinion of legal counsel selected by or in the
manner designed by the board of directors. The foregoing right of
indemnification shall not be exclusive of other rights to which any such
officer or director may be entitled as a matter of law or otherwise, and shall
inure to the benefit of the heirs, executors, administrators and assigns of
each officer or director.

The undersigned being the individual named in Article III, above, as the
initial registered agent of the Corporation, hereby consents to such
appointment.

Michael J. Morrison

The undersigned incorporator executed these Articles of Incorporation,
certifying that the facts herein stated are true this 14th day of July, 1997.



/s/ Anita Patterson
-------------------
ANITA PATTERSON


STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )

On this 14th day of July, 1997, personally appeared before me Anita Patterson,
personally known to me or proved to me on the basis of satisfactory evidence
to be the person whose name is signed on the preceding document, and
acknowledged to me that she signed it voluntarily for its stated purpose.


/s/ John Clayton
----------------
NOTARY PUBLIC

Notary stamp for John Clayton appears here:

CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY RESIDENT AGENT

In the matter of Winners Internet Network, Inc., I Michael J. Morrison, with
address at 1025 Ridgeview Drive, Suite 400, Reno, Nevada 89509, hereby accept
appointment as resident agent of the above-named corporation in accordance
with NRS 78.090.

Furthermore, that the mailing address for the above registered offfice is 1025
Ridgeview Drive, Suite 400, Reno, Nevada 89509.

IN WITNESS WHEREOF, I hereonto set my hand this 15th day of July, 1997.

By: /s/ Michael J. Morrison
-----------------------
Michael J. Morrison, Resident Agent