CERTIFICATE OF INCORPORATION
UNITED NETWORK MARKETING SERVICES, INC.
FIRST: The name of the Corporation is: UNITED NETWORK MARKETING
SECOND: The address of the Corporation's registered office in the State of Delaware is 1013 Centre Road, in
the City of Wilmington, County of New Castle, 19805-1297. The name of its registered agent at such address is
Corporation Service Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be
organized under the laws of the General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is
twenty one million (21,000,000) shares, of which twenty million (20,000,000) shares shall be Common Stock,
par value $.001 per share, and one million (1,000,000) shares shall be Preferred Stock, par value $.001 per
The Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the
hereby expressly authorized to provide, by resolution or resolutions duly adopted by it prior to issuance, for the
creation of each such series and to fix the designation and the powers, preferences, rights, qualifications,
limitations and restrictions relating to the shares of each such series. The authority of the Board of Directors with
respect to each series of Preferred Stock shall include, but not be limited to, determining the following:
(a) the designation of such series, the number of shares to constitute such series and the stated value if different
from the par value thereof;
(b) whether the shares of such series shall have voting rights, in addition to any voting rights provided by law, and,
if so, the terms of such voting rights, which may be general or limited;
(c) the dividends, if any, payable on such series, whether any such dividends shall be cumulative, and, if so, from
what dates, the conditions and dates upon which such