<PAGE> 43
EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
Gatsby's Coffee Company
I, Leonard D. Hilt, being over the age of eighteen (18)
years', and a resident of the State or Texas, acting as
incorporator of Gatsby's Coffee Company, hereby execute and file
these Articles of Incorporation pursuant to the Texas Business
Corporation Act and the laws of the State of Texas, and state the
following:
ARTICLE ONE
The name of the corporation is:
Gatsby's Coffee Company
ARTICLE TWO
The period of its duration is perpetual,
ARTICLE THREE
The purpose or purposes for which the corporation is
organized is the transaction of any and all lawful business for
which corporations may be incorporated under the Texas Business
Corporation Act.
ARTICLE FOUR
The aggregate number of shares which the corporation shall
have authority to issue is 100,000,000 and the shares shall
consist or one class only. common stock, with a par value of One
Hundredth of One Cent $(0.0001) for each share.
ARTICLE FIVE
The corporation will not Commence business until it has
received for the issuance of its shares consideration of the
value of One Thousand Dollars, consisting of money, labor done,
or property actually received.
ARTICLE SIX
No shareholder or other person shall have a preemptive right
to acquire any treasury shares, presently authorized shares, or
shares the corporation may hereafter be authorized to issue.
Shares of this corporation may be issued and sold from time to
time by direction of the board of directors to such persons and
upon such terms and conditions as the board of directors deems
proper and advisable.
<PAGE> 44
ARTICLE SEVEN
Directors shall be elected by a plurality of the shares
voting at a meeting at which a quorum is present and cumulative
voting shall not be permitted,
ARTICLE EIGHT
A quorum of shareholders shall consist of one-third of the
shares entitled to vote at a meeting of shareholders.
ARTICLE NINE
Special meetings of the shareholders may be called by the
holders of not less than thirty percent or the shares entitled to
vote at the proposed meeting.
ARTICLE TEN
A director or the corporation shall not be liable to the
corporation or its shareholder, for monetary damages for an act
or omission in the director's capacity as a director, except to
the extent the director is round liable for (1) a breach of the
director's duty of loyalty to the corporation or its
shareholders, or members., (2) an act or omission not in good
faith That constitutes a breach of duty of the director to the
corporation or an act or omission that involves intentional
misconduct or a knowing, violation or the law, (3) a transaction
from which the director received an improper benefit. whether or
not the benefit resulted from an action taken within the scope of
the director's office; or (5) an act or omission for which the
liability of a director Is expressly provided by an applicable
statute.
ARTICLE ELEVEN
The mailing address of its initial registered agent is 1901
Red Fox, Austin, Texas 78734. and the name of its initial
registered agent at such address is Leonard D. Hilt
ARTICLE TWELVE
The number or directors constituting the initial Board of
Directors is one (1). and the name and address or the persons who
are to serve as directors until the annual first meeting of
shareholders or until their successors arc elected and qualified
arc:
NAME ADDRESS
Ryan Corley P.O. Box 140021
Austin, TX 78714
The number or directors thereafter constituting the Board of
Directors shall be determined as provided in the Bylaws or the
corporation.
<PAGE> 45
ARTICLE THIRTEEN
The name and address of the initial incorporator is Leonard
D. Hilt. 1901 Red Fox, Austin, Texas 78734.
IN WITNESS WHEREOF, I have hereunto set my hand on September
9. 1998.
/s/ Leonard D. Hilt
Leonard D. Hilt
