ARTICLES OF INCORPORATION
OF
EUROPA TRAVEL, INC.
The undersigned does hereby subscribe to, acknowledge and file the
following Articles of Incorporation for the purpose of creating a corporation
under the laws of the State of Florida.
ARTICLE ONE
The name of the corporation is: EUROPA TRAVEL, INC. The principle
address of the corporation is: 332 W. Boynton Beach Blvd., Suite 4, Boynton
Beach, Florida 33435
ARTICLE TWO
This corporation shall commence its existence upon filing and shall
exist perpetually thereafter unless sooner dissolved according to law.
ARTICLE THREE
The purpose for which the corporation is organized is the transaction
of any or all lawful business for which corporations may be incorporated under
the Florida Corporation Act.
ARTICLE FOUR
This corporation is authorized to issue Ten Million (10,000,000) Shares
of Common Stock, which shall be designated as "Common Shares" with a par value
of $.OO1 per share. All of said stock shall be payable in cash, property (real
or personal) or labor or services in lieu thereof at a just valuation to be
fixed by the Board of Directors.
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ARTICLE FIVE
Except as otherwise provided by law, the entire voting power for the
election of directors and for all other purposes shall be vested exclusively in
the holders of the outstanding Common Shares.
ARTICLE SIX
Every shareholder, upon the sale for cash of any new stock of this
corporation of the same kind, class or series as that which he already holds,
shall have the right to purchase his pro rata share thereof (as nearly as may be
done without issuance of fractional shares) at the prices at which it is offered
to others.
ARTICLE SEVEN
The street address and mailing address of the initial principal
registered office is: 332 W. Boynton Beach Blvd., Suite 4, Boynton Beach,
Florida 33435 and the name of its initial registered agent of this corporation
is: Linda Brown.
I hereby an familiar with and accept the duties and responsibilities as
registered agent for said corporation.
/s/ Linda Brown
-----------------
Linda Brown
ARTICLE EIGHT
This corporation shall have at least one director initially with the
exact number of directors to be specified by the shareholders from time to time
unless the shareholders shall by a majority vote, determine that the corporation
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be managed by the shareholders. The names and addresses of the initial directors
of this corporation is:
Name Mailing Address
---- ---------------
Michelle Suppes 225 Park Avenue, Suite 211
New York, N.Y. 10169
Basil Christakos 225 Park Avenue, Suite 211
New York, N.Y. 10169
ARTICLE NINE
The Board of Directors is empowered to make, alter or repeal the Bylaws of the
corporation without restrictic2 of their powers conferred by statue.
ARTICLE TEN
The name and address of the incorporator for this corporation is:
Linda Brown
332 W. Boynton Beach Blvd.
Suite 4
Boynton Beach, Florida 33435
/s/ Linda Brown
----------------
Linda Brown
ARTICLE ELEVEN
No contract or other transaction between this corporation and any
other corporation, and no act of this corporation shall in any way be affected
or invalidated by the fact that any of the directors of this corporation are
pecuniarily or otherwise interested in, or are directors, or officers of, such
other corporation. Any director individually, or any firm of which any director
may be a member, may be a party to, or may be pecuniarily or otherwise
interested in, any contract or transaction of this corporation, provided that
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the fact that he or such firm is so interested shall be disclosed or shall have
been known to the Board of Directors or a majority thereof, and any director of
this corporation who is also a director or an officer of such corporation, or
4ho it is so interested may be counted in determining the existence of a quorum
at any meeting of the Board of Directors of this corporation which shall
authorize any such contract or transaction with like force and effect as if he
were not such director or officer of such other corporation, or not so
interested.
ARTICLE TWELVE
The private property of the stockholders shall not be subject to the
payment of the corporate debts to any extent whatsoever. The corporation shall
have a first lien not the shares of its stockholders and upon the dividends due
them for any indebtedness of such stockholders to the corporation.
IN WITNESS WHEREOF, the undersigned subscriber has executed these
Articles of Incorporation this 24th day of April, 1996.
/s/ Linda Brown
------------------
Linda Brown
<PAGE>
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
EUROPA TRAVEL, INC.
Pursuant to the provisions of section 607.1006, Florida Statutes, this
corporation adopts the following articles of amendment to Its articles of
incorporation:
FIRST: Amendment(s) adopted: Article Number 8- The Directors of this
corporation shall now be:
Michelle Suppes
225 Park Avenue, Suite 211
New York, NY 10169
SECOND: If an amendment provides for an exchange, reclassification or
cancellation of issued shares, provisions for implementing the
amendment if not contained in the amendnent itself, are as follows:
THIRD: The date of each amendment's adoption: August 21, 1996
FOURTH: Adoption of Amendment:
_____ The amendment was adopted by the incorporators without shareholder
action and shareholder action was not required.
_____ The amendment was adopted by the board of directors without shareholder
action and shareholder action was not required.
__X__ The amendment was approved by the shareholders. The number of votes
cast for the amendment was sufficient for approval.
_____ The amendment was approved by the shareholders through voting groups.
The number of votes cast for the amendment was sufficient for approval
by Michelle Suppes and Basil Christakos (voting group)
Signed this 21st day of August, 1996
BY: /s/ Michelle Suppes
-------------------------------
Michelle Suppes - President
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FAX AUDIT NUMBER:H97000017588
ARTICLES OF AMENDMENT
TO ARTICLES OF INCORPORATION
OF
EUROPA TRAVEL, INC.
1. Article ONE of the Articles of Incorporation of EUROPA TRAVEL, INC.
is amended to read as follows:
ARTICLE ONE
The name of the Corporations is F-PAK INTERNATIONAL, INC.
2. Article SIX of the Articles of Incorporation is hereby deleted in
its entirety.
The forgoing Amendments were adopted by a vote of number of the
Directors and Shareholders of this necessary for approval, on the 17th day of
October, a sufficient Corporations 1997.
IN WITNESS WHEREOF, the undersigned President and Secretary of the
Corporation, have executed these Articles of Amendment on the 17th day of
October, 1997.
Attest:
/s/ Mark Anthony /s/ Dominick Pope
---------------------------------- -------------------------
Mark Anthony, Assistant Secretary Dominick Pope, President
This Instrument Prepared By:
Stephen F. Goldenberg, Esquire
One Financial Plaza, Suite 2626
Fort Lauderdale, FL 33394
(954) 523-2626
F.B.N. 151293
FAX AUDIT NUMBER:H97000017588
<PAGE>
FAX AUDIT NUMBER:H97000017588
STATE OF NEW YORK } SS:
COUNTY OF NEW YORK
ON October 17th, 1997, BEFORE ME, a Notary Public, in and for the State of New
York, personally appeared, Dominick Pope and Mark Anthony, to me personally
known and known to me to be the President and Assistant Secretary, respectively
of Europa Travel, Inc. who signed the foregoing Articles of Amendment, and
acknowledge the execution thereof to be their free act and deed for the uses and
purpose therein mentioned.
/s/ STEVEN L. SISKIND
--------------------------
Signature of Notary Public
STEVEN L. SISKIND
Notary Public, State of New York
No, 30-9026980
Qualified in Nassau County
Commmission Expires May 31, 1998
--------------------------------
Typed/Printed Name of Notary
FAX AUDIT NUMBER:H97000017588
<PAGE>
FAX AUDIT NUMBER:H97OOOO19798
ARTICLES OF AMENDMENT
TO ARTICLES OF INCORPORATION
OF
F-PAK INTERNATIONAL, INC.
1. Article ONE of the Articles of Incorporation of F-PAK INTERNATIONAL,
INC., is amended to read as follows:
ARTICLE ONE
The name of the Corporations is F-PACK INTERNATIONAL, INC.
The forgoing Amendments were adopted by a vote of number of the
Directors and Shareholders of thie necessary for approval, on the 2lst day of
November, a sufficient corporations 1997.
IN WITNESS WHEREOF, the undersigned President and Secretary of the
Corporation, have executed these Articles of Amendment on the 21st day of
November, 1997.
Attest:
/s/ Dominick P. Pope /s/ Imre Kovats
--------------------------- ---------------------------
Dominick P. Pope, Secretary Imre Kovats, President
This Instrument Prepared By:
Srephen F. Goldenberg, Esquire
One Financial Plaza, Suite 2626
Fort Lauderdale, FL 33394
(954) 523-2626
F.B.N. 151293
FAX AUDIT NUMBER.1i97000019798
<PAGE>
FAX AUDIT NUNIBER:H970000 19798
STATE OF NEW YORK ) ss:
COUNTY OF NEW YORK
ON November 21st, a997 BEFORE ME, a Notary Public, in and for the State of New
York, personally appeared, Imre Kovats and Dominick P. Pope, to me personally
known and known to me to be the President and Secretary, respectively of F-Pak
Interantional, Inc. who signed the foregoing Articles of Amendment, and
acknow1edge the execution thereof to be their free act and deed for the Uses and
purpose there in mentioned.
/s/ STEVEN L. SISKIND
--------------------------
Signature of Notary Public
STEVEN L. SISKIND
Notary Public, State of New York
No, 30-9026980
Qualified in Nassau County
Commmission Expires May 31, 1998
--------------------------------
Typed/Printed Name of Notary
FAX AUDIT NUMBER:H97000019798
